Exhibit 10.5(b)
ADOPTION AGREEMENT
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For Clay County Savings & Loan Association
Employees' Savings & Profit Sharing Plan and Trust
Client No. H19
ADOPTION AGREEMENT
FOR
CLAY COUNTY SAVINGS & LOAN ASSOCIATION
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
Name of Employer: Clay County Savings & Loan Association
Address: 1178 West 152 Highway, Liberty, MO 64068
Telephone Number: (816) 781-4500
Contact Person: Deborah A. Jones
Name of Plan: Clay County Savings & Loan Association Employees' Savings &
Profit Sharing Plan and Trust
THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, and
subsequent approval by a duly authorized representative of Pentegra Services,
Inc. (the "Sponsor"), together with the Sponsor's Employees' Savings & Profit
Sharing Plan and Trust Agreement (the "Agreement"), shall constitute the Clay
County Savings & Loan Association Employees' Savings & Profit Sharing Plan and
Trust (the "Plan"). The terms and provisions of the Agreement are hereby
incorporated herein by this reference; provided, however, that if there is any
conflict between the Adoption Agreement and the Agreement, this Adoption
Agreement shall control.
The elections hereinafter made by the Employer in this Adoption Agreement may be
changed by the Employer from time to time by written instrument executed by a
duly authorized representative thereof; but if any other provision hereof or any
provision of the Agreement is changed by the Employer other than to satisfy the
requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as
amended (the "Code"), because of the required aggregation of multiple plans, or
if as a result of any change by the Employer the Plan fails to obtain or retain
its tax-qualified status under Section 401(a) of the Code, the Employer shall be
deemed to have amended the Plan evidenced hereby and by the Agreement into an
individually designed plan, in which event the Sponsor shall thereafter have no
further responsibility for the tax-qualified status of the Plan. However, the
Sponsor may amend any term, provision or definition of this Adoption Agreement
or the Agreement in such manner as the Sponsor may deem necessary or advisable
from time to time and the Employer and the Trustee, by execution hereof,
acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of
this Adoption Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent thereof.
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I. Effect of Execution of Adoption Agreement
The Employer, upon execution of this Adoption Agreement by a duly
authorized representative thereof, (choose 1 or 2):
1. ____ Establishes as a new plan the Clay County Savings & Loan
Association Employees' Savings & Profit Sharing Plan and Trust,
effective ________________________, _____ (the "Effective Date").
2. ____ Amends its existing defined contribution plan and trust
Financial Institution Thrift Plan as adopted by Clay County
Savings & Loan Association, dated November 1, 1995, in its
entirety into the Clay County Savings & Loan Association
Employees' Savings & Profit Sharing Plan and Trust, effective
November 1, 2002, except as otherwise provided herein or in the
Agreement (the "Effective Date").
II. Definitions
A. "Compliance Testing Method" means the prior year testing method unless
the Employer elects to use current year testing for determining the actual
deferral percentages and actual contribution percentages by checking this
line __________.
Note: Whichever testing method is selected (prior year testing or current
year testing), it must apply to both the actual deferral percentage test
and the actual contribution percentage test.
B. Employer
1. "Employer," for purposes of the Plan, shall mean:
Clay County Savings & Loan Association
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2. The Employer is (indicate whichever may apply):
(a) ____ A member of a controlled group of corporations under
Section 414(b) of the Code.
(b) ____ A member of a group of entities under common control
under Section 414(c) of the Code.
(c) ____ A member of an affiliated service group under Section
414(m) of the Code.
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(d) X A corporation.
----
(e) ____ A sole proprietorship or partnership.
(f) ____ A Subchapter S corporation.
(g) ____ Other ________________________________________________.
3. Employer's Taxable Year Ends on 12/31.
4. Employer's Federal Taxpayer Identification Number is 44 -0202690
5. The Plan Number for the Plan is (enter 3-digit number) 002.
C. "Entry Date" means the first day of the (choose 1 or 2):
1. X Calendar month coinciding with or next following the date the
----
Employee satisfies the Eligibility requirements described in
Section III.
2. ____ Calendar quarter (January 1, April 1, July 1, October 1)
coinciding with or next following the date the Employee
satisfies the Eligibility requirements described in Section III.
D. "Limitation Year" means the twelve (12) consecutive month period
ending on 12/31 (month/day). Note: If no 12 month period is selected,
the Limitation Year shall be the Plan Year.
E. "Member" means an Employee enrolled in the membership of the Plan.
F. "Normal Retirement Age" means (choose 1 or 2):
1. X Attainment of age 65 (select an age not less than 55 and not
----
greater than 65).
2. ____ Later of: (i) attainment of age 65 or (ii) the fifth
anniversary of the date the Member commenced participation
in the Plan.
G. "Normal Retirement Date" means the first day of the
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first calendar month coincident with or next following the date
upon which a Member attains his or her Normal Retirement Age.
H. "Plan Year" means the twelve (12) consecutive month period ending
on ____________ (month/day).
I. "Salary" for benefit purposes under the Plan means (choose 1, 2 or 3):
1. X Total taxable compensation as reported on Form W-2
---- (exclusive of any compensation deferred from a prior
year).
2. ____ Basic Salary only.
3. ____ Basic Salary plus one or more of the following (if 3
is chosen, then choose (a) or (b), and/or (c) or (d),
whichever shall apply):
(a) ____ Commissions not in excess of $________
(b) ____ Commissions to the extent that Basic Salary
plus Commissions do not exceed $_________
(c) ____ Overtime
(d) ____ Overtime and bonuses
Note: Member pre-tax contributions to a Section 401(k) plan are
always included in Plan Salary.
III. Salary Adjustment
A. Cafeteria Plan (Section 125) Salary Adjustment.
Member pre-tax contributions to a Section 125 cafeteria plan are to be
included in Plan Salary, unless the Employer elects to exclude such
amounts by checking this line _____.
B. Transportation Fringe Benefit (Section 132(f) Adjustment).
Member pre-tax contributions for qualified transportation
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fringe benefits under Code Section 132(f) are to be included in Plan
Salary, unless the Employer elects to exclude such amounts by checking
this line _______.
IV. Highly Compensated Employee Elections
A. Top Paid Group Election:
In determining who is a Highly Compensated Employee, the Employer
makes the Top Paid Group election by checking this line ______. The
effect of this election is that an Employee (who is not a 5% owner at
any time during the determination year or the look-back year) with
compensation in excess of $80,000 (as adjusted) for the look-back year
is a Highly Compensated Employee only if the Employee was in the
top-paid group (i.e., the top 20% of Employees ranked on the basis of
compensation paid by the Employer) for the look-back year.
B. Calendar Year Data Election:
For determining which Employees are Highly Compensated Employees, the
look-back year will be the 12 month period immediately preceding the
determination year, except that, for non-calendar year plans, the
look-back year will be the calendar year ending within the Plan Year
by checking this line ____.
V. Eligibility Requirements
A. All Employees shall be eligible to participate in the Plan in
accordance with the provisions of Article II of the Plan, except
the following Employees shall be excluded (choose whichever shall
apply):
1. X Employees who have not attained age 18 (Insert an age from 18
---
to 21).
2. X Employees who have not completed 12 (1-11, 12 or 24)
---
consecutive months of service.
Note: Employers which permit Members to make pre-tax elective
deferrals to the Plan (see VII.A.3.) may not elect a 24
month eligibility period.
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3. X Employees included in a unit of Employees covered by a
---
collective bargaining agreement, if retirement benefits were the
subject of good faith bargaining between the Employer and
Employee representatives.
4. X Employees who are nonresident aliens and who receive no earned
---
income from the Employer which constitutes income from sources
within the United States.
5. X Employees included in the following job classifications:
---
(a) ____ Hourly Employees.
(b) ____ Salaried Employees.
(c) X Flex staff employees (i.e.; any Employee who is not a
---
regular full-time or part-time Employee).
(d) X Short-term Employees (i.e.; employees who are hired under
---
a written agreement which precludes membership in the Plan
and provides for a specific period of employment not in
excess of one year).
(e) X Leased Employees.
---
6. ____ Employees of the following employers which are aggregated
under Section 414(b), 414(c) or 414(m) of the Code:
____________________________________________________________
____________________________________________________________
Note: If no entries are made above, all Employees shall be eligible to
participate in the Plan on the later of: (i) the Effective Date or
(ii) the first day of the calendar month or calendar quarter (as
designated by the Employer in Section II.C.) coinciding with or
immediately following the Employee's Date of Employment or, as
applicable, Date of Reemployment.
B. Such eligibility computation period established in Section V(A) above shall
be applicable to (Choose 1 or 2):
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1. X Both present and future Employees.
---
2. ___ Future Employees only.
C. Such Eligibility requirements established above shall be (choose 1 or
2):
1. X Applied to the designated Employee group on and after the
---
Effective Date of the Plan.
2. ___ Waived for the ___ consecutive month period (may not exceed 12)
beginning on the Effective Date of the Plan.
D. Service Crediting Method for Eligibility (Choose 1, 2 or 3):
1. ___ Not applicable. There is no service required for eligibility.
2. ___ Hour of service method (Choose a or b):
a. ___ The actual number of Hours of Employment.
b. ___ 190 Hours of Employment for each month in which the
Employee completes at least one hour of Employment.
3. X Elapsed time method.
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E. Requirements to Commence Receipt of Employer Contributions.
1. Employer Contributions shall be allocated to Member's Accounts in
accordance with Article III of the Plan, except that the following
Member's will not be entitled to Employer contributions (choose (a)
or (b) and/or (c)):
(a) X No additional requirements apply. (The eligibility
---
requirements under Section V above apply to Employer
Contributions); or
(b) ___ Members who have not attained age ____
(Insert an age from 18 - 21); and/or
(c) ___ Member's who have not completed ____ (1 - 12) consecutive
months of service.
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2. The requirement to commence receipt of Employer Contributions
established in this Section E shall apply to all Employer
Contributions provided under Section 3.4 of the Plan except:
(a) X Matching contributions
(b) ____ Basic contributions
(c) ____ Safe harbor CODA contributions
(d) ____ Supplemental contributions
(e) ____ Profit sharing contributions
(f) ____ Qualified non-elective contribution
Note: If an Employer contribution type is selected in 2 above,
Member's will receive Employer contributions based upon the
eligibility requirements under Section V above and the provisions
of the Plan document for such Employer contribution type.
VI. Prior Employment Credit
A. Prior Employment Credit:
____ Employment with the following entity or entities shall be
included for eligibility and vesting purposes:
___________________________________________________________________
___________________________________________________________________
Note: If this Plan is a continuation of a Predecessor Plan, service
under the Predecessor Plan shall be counted under this Plan.
VII. Contributions
Note: Annual Member pre-tax elective deferrals, Employer matching
contributions, Employer safe harbor CODA contributions, Employer
basic contributions, Employer supplemental contributions, Employer
profit sharing contributions and Employer qualified non-elective
contributions, in the aggregate, may not exceed 15% of all Members'
Salary (excluding from Salary Member pre-tax elective deferrals).
A. Employee Contributions (fill in 1 and/or 6 if applicable; choose 2 or
3; 4 or 5):
1. X The maximum amount of monthly contributions a Member may make
to the Plan (both pre-tax deferrals and after-tax
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contributions) is 75 % (1-75) of the Member's monthly
Salary.
2. X (Choose a or b):
(a) X A Member may make pre-tax elective deferrals to the Plan,
based on multiples of 1% of monthly Salary, or
(b) ____ A Member may make pre-tax elective deferrals
to the Plan based on a specified dollar amount.
3. ____ A Member may not make pre-tax elective deferrals to the
Plan.
4. ____ A Member may make after-tax contributions to the Plan, based
on multiples of 1% of monthly Salary.
5. X A Member may not make after-tax contributions to the Plan.
6. X An Employee may allocate a rollover contribution to the Plan
prior to satisfying the Eligibility requirements described
above.
B. A Member may change his or her contribution rate with respect to, if made
available, pre-tax deferrals and after-tax contributions (choose 1, 2 or
3):
1. X 1 time per pay period.
2. ____ 1 time per calendar month.
3. ____ 1 time per calendar quarter.
C. Employer Matching Contributions (fill in 1 or 6 as applicable; and if you
select 1, then choose 2, 3, 4 or 5):
1. The Employer matching contributions under 2, 3, 4 or 5 below shall be
based on the Member's contributions (both pre-tax deferrals and
after-tax contributions) not in excess of 6 % (1-20 but not in excess
of the percentage specified in A.1. above) of the Member's Salary.
2. X The Employer shall allocate to each
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contributing Member's Account an amount equal to 50 % (not
to exceed 200%) of the Member's contributions (both
pre-tax deferrals and after-tax contributions) for that
month (as otherwise limited in accordance with C.1.
above).
3. ____ The Employer shall allocate to each contributing Member's
Account an amount based on the Member's contributions for
the month (as otherwise limited in accordance with C.1.
above) and determined in accordance with the following
schedule:
Years of Employment Matching %
------------------- ----------
Less than 3 50%
At least 3, but less than 5 75%
5 or more 100%
4. ____ The Employer shall allocate to each contributing
Member's Account an amount based on the Member's
contributions for the month (as otherwise limited in
accordance with C.1. above) and determined in
accordance with the following schedule:
Years of Employment Matching %
------------------- ----------
Less than 3 100%
At least 3, but less than 5 150%
5 or more 200%
5. ____ The Employer shall allocate to each contributing
Member's Account an amount equal to _____% on the first
_____% of the Member's monthly contributions plus
_____% on the next _____% of the Member's monthly
contributions.
6. ____ No Employer matching contributions will be made to the
Plan.
D. Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe Harbor
Contributions) (Complete 1, or 2 below): N/A
1. _____ The Employer shall make a safe harbor Basic Matching Contribution
to the Plan on behalf of each Member (i.e.; 100% of the Member's 401(k)
Deferrals that do not exceed 3% percent of the Member's Salary plus 50% of
the Member's 401(k) Deferrals that exceed 3% percent of the Member's Salary
but that do not exceed 5% of the Member's Plan Salary).
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2. _________ In lieu of safe harbor Basic Matching Contributions, the
Employer will make the following contributions for the Plan Year (complete
(a) and/or (b)):
(a) ____ Enhanced Matching Contributions (complete 1, 2 or 3 below):
(1) ____ The Employer shall make Matching Contributions to the
Account of each Member in an amount equal to the sum of:
(i) the Member's 401(k) Deferrals that do not exceed _____
percent of the Member's Salary plus
(ii) ____ Percent of the Member's 401(k) Deferrals that
exceed _____ percent of the Member's Salary and that
do not exceed _____ percent of the Member's Salary.
Note: In the blank in (i) and the second blank in (ii), insert a
number that is 3 or greater but not greater than 6. The
first and last blanks in (ii) must be completed so that at
any rate of 401(k) Deferrals, the Matching Contribution is
at least equal to the Matching Contribution receivable if
the Employer were making Basic Matching Contributions, but
the rate of match cannot increase as deferrals increase.
For example, if "4" is inserted in the blank in (i), (ii)
need not be completed.
(2) ____ 150% of the Member's contributions not to exceed _____
(Enter 3% or 4%) of the Member's Plan Salary; or
(3) ____ 200% of the Member's contributions not to exceed _____
(Enter 2% or 3%) of the Member's Plan Salary.
(b) _________ Safe Harbor Nonelective Contributions:
The Employer will make a Safe Harbor Nonelective Contribution to the
Account of each Member in an amount equal to 3 percent of the Member's
Salary for the Plan Year, unless the Employer inserts a greater percentage
here _____ .
E. Employer Basic Contributions (choose 1 or 2):
1. ____ The Employer shall allocate an amount equal
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to ___ %(based on 1% increments not to exceed 15%)of Member's
Salary for the month to (choose (a) or (b)):
(a) ____ The Accounts of all Members
(b) ____ The Accounts of all Members who were employed with
the Employer on the last day of such month.
2. X No Employer basic contributions will be made to the Plan.
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F. Employer Supplemental Contributions:
The Employer may make supplemental contributions for any Plan Year in
accordance with Section 3.7 of the Plan.
G. Employer Profit Sharing Contributions (Choose 1, 2, 3, 4, or 5):
1. X No Employer Profit Sharing Contributions will be made to the
---
Plan.
Non-Integrated Formula
2. ___ Profit sharing contributions shall be allocated to each
Member's Account in the same ratio as each eligible Member's
Salary during such Contribution Determination Period bears to
the total of such Salary of all eligible Members.
3. ___ Profit sharing contributions shall be allocated to each
eligible Member's Account in the same ratio as each eligible
Member's Salary for the portion of the Contribution
Determination Period during which the Member satisfied the
Employer's eligibility requirement(s) bears to the total of
such Salary of all eligible Members.
Integrated Formula
4. ___ Profit sharing contributions shall be allocated to each
eligible Member's Account in a uniform percentage (specified
by the Employer as ___%) of each Member's Salary during the
Contribution Determination Period
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("Base Contribution Percentage") for the Plan Year
that includes such Contribution Determination Period,
plus a uniform percentage (specified by the Employer
as____%, but not in excess of the lesser of (i) the
Base Contribution Percentage and (ii) the greater of
(1) 5.7% or (2) the percentage equal to the portion of
the Code Section 3111(a) tax imposed on employers
under the Federal Insurance Contributions Act (as in
effect as of the beginning of the Plan Year) which is
attributable to old-age insurance) of each Member's
Salary for the Contribution Determination Period in
excess of the Social Security Taxable Wage Base
("Excess Salary") for the Plan Year that includes such
Contribution Determination Period, in accordance with
Article III of the Plan.
5. ---- Profit sharing contributions shall be allocated to
each eligible Member's Account in a uniform percentage
(specified by the Employer as ____%) of each Member's
Salary for the portion of the Contribution
Determination Period during which the Member satisfied
the Employer's eligibility requirement(s), if any,
plus a uniform percentage (specified by the Employer
as ____%, but not in excess of the lesser of (i) the
Base Contribution Percentage and (ii) the greater of
(1) 5.7% or (2) the percentage equal to the portion of
the Code Section 3111(a) tax imposed on employers
under the Federal Insurance Contributions Act (as in
effect as of the beginning of the Plan Year) which is
attributable to old-age insurance) of each Member's
Excess Salary for the portion of the Contribution
Determination Period during which the Member satisfied
the Employer's eligibility requirement(s) in
accordance with Article III of the Plan.
H. Allocation of Employer Profit Sharing Contributions:
In accordance with Section VII, G above, a Member shall be eligible
to share in Employer Profit Sharing Contributions, if any, as follows
(choose 1 or 2):
1. ---- A Member shall be eligible for an allocation
of Employer Profit Sharing Contributions for a
Contribution Determination Period if he or she is
eligible to participate in the Plan for the Plan Year
to which the Profit Sharing
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Contributions relates.
2. ___ A Member shall be eligible for an allocation of Employer Profit
Sharing Contributions for a Contribution Determination Period only
if he or she (choose (a), (b) or (c) whichever shall apply):
(a) ___ is employed on the last day of the Contribution Determination
Period, or retired, died or became totally and permanently
disabled prior to the last day of the Contribution
Determination Period.
(b) ___ completed 1,000 Hours of Employment if the Contribution
Determination Period is a period of 12 months (250 Hours of
Employment if the Contribution Determination Period is a
period of 3 months), or retired, died or became totally and
permanently disabled prior to the last day of the
Contribution Determination Period.
(c) ___ is employed on the last day of the Contribution Determination
Period and, if such period is 12 months, completed 1,000
Hours of Employment (250 Hours of Employment if the
Contribution Determination Period is a period of 3 months),
or retired, died or became totally and permanently
14
disabled prior to the last day of the Contribution Determination
Period.
I. "Contribution Determination Period" for purposes of determining and
allocating Employer profit sharing contributions means (choose 1,2,3
or 4):
1. ____ The Plan Year.
2. ____ The Employer's Fiscal Year (defined as the Plan's
"limitation year") being the twelve (12) consecutive month
period commencing ______________________ (month/day) and
ending ___________________ (month/day).
3. ____ The three (3) consecutive month periods that comprise each
of the Plan Year quarters.
4. ____ The three (3) consecutive monthly periods that comprise
each of the Employer's Fiscal Year quarters. (Employer's
Fiscal Year is the twelve (12) consecutive month period
commencing ____________ (month/day) and ending ___________
(month/day).)
J. Employer Qualified Nonelective Contributions:
The Employer may make qualified nonelective contributions for any
Plan Year in accordance with Section 3.9 of the Plan.
K. Top Heavy Contributions:
If the Plan is determined to be Top Heavy and if Top Heavy
Contributions will be made to the Plan, Top Heavy Contributions will
be allocated to: (choose 1 or 2 below):
1. ____ Only Members who are Non-Key Employees.
2. X All Members.
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VIII. Investments
The Employer hereby appoints Barclays Global Investors, N.A. to serve as
Investment Manager under the Plan. The Employer hereby selects the
following Investments to be made available under the Plan (choose
whichever shall apply) and consents to the lending of securities by such
funds to brokers and other borrowers. The Employer agrees and
acknowledges that the selection of Investments made in this Section VIII
is solely its responsibility, and no other person, including the Sponsor
or Investment Manager, has any discretionary authority or control with
respect to such selection process. The Employer hereby holds the
Investment Manager harmless from, and indemnifies it against, any
liability Investment Manager may incur with respect to such Investments
so long as Investment Manager is not negligent and has not breached its
fiduciary duties.
1. X Money Market Fund
-----
2. X Stable Value Fund
-----
3. X Government Bond Fund
-----
4. X S&P 500 Stock Fund
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5. X S&P 500/Value Stock Fund
-----
6. X S&P 500/Growth Stock Fund
-----
7. X S&P MidCap Stock Fund
-----
8. X Russell 2000 Stock Fund
-----
9. X International Stock Fund
-----
10. X Asset Allocation Funds (3)
-----
X Income Plus
-----
X Growth & Income
-----
X Growth
-----
11. X Clay County Stock Fund (the "Employer Stock Fund")
-----
12. (Name of Employer) Certificate of Deposit Fund
-----
13. X NASDAQ 100 Index Fund
-----
14. X Self-directed Brokerage Account
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IX. Employer Securities
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A. If the Employer makes available an Employer Stock Fund pursuant to
Section VIII of this Adoption Agreement, then voting and tender offer
rights with respect to Employer Stock shall be delegated and
exercised as follows (choose 1 or 2):
1. X Each Member shall be entitled to direct the Plan
--- Administrator as to the voting and tender or exchange offer
rights involving Employer Stock held in such Member's
Account, and the Plan Administrator shall follow or cause
the Trustee to follow such directions. If a Member fails to
provide the Plan Administrator with directions as to voting
or tender or exchange offer rights, the Plan Administrator
shall exercise those rights as it determines in its
discretion and shall direct the Trustee accordingly.
2. The Plan Administrator shall direct the Trustee as to the
--- voting of all Employer Stock and as to all rights in the
event of a tender or exchange offer involving such Employer
Stock.
X. Investment Direction
A. Members shall be entitled to designate what percentage of employee
contributions and employer contributions made on their behalf will be
invested in the various Investment Funds offered by the Employer as
specified in Section VIII of this Adoption Agreement except;
1. The following portions of a Member's Account will be invested at
the Employer's direction (choose whichever shall apply):
a. Employer Profit Sharing Contributions
---- Shall be invested in:
Employer Stock Fund.
----
Employer Certificate of Deposit Fund.
----
Any Investment Fund or Funds offered by the
----
Employer.
b. Employer Matching Contributions
---- Shall be invested in:
Employer Stock Fund.
----
Employer Certificate of Deposit Fund.
----
Any Investment offered by the
---- Employer.
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c. Employer Basic Contributions
---- Shall be invested in:
Employer Stock Fund
----
Employer Certificate of Deposit Fund
----
Any Investment offered by the Employer
----
d. Employer Supplemental Contributions
---- Shall be invested in:
Employer Stock Fund
----
Employer Certificate of Deposit Fund
----
Any Investment offered by the Employer
----
e. Employer Qualified Nonelective Contributions
---- Shall be invested in:
Employer Stock Fund
----
Employer Certificate of Deposit Fund
----
Any Investment offered by the Employer
----
f. Employer Safe Harbor CODA Contributions under Section
---- 3.14 of the Plan Shall be invested in:
Employer Stock Fund
----
Employer Certificate of Deposit Fund
----
Any Investment offered by the Employer
----
2. Amounts invested at the Employer's direction may not be
------ transferred by the Member to any other Investment Fund.
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3. Notwithstanding this election in 2, a Member may
------ transfer such amounts to any other Investment
Fund upon (choose whichever may apply):
(a) the attainment of age (insert 45 or
----- ------
greater)
(b) the completion of (insert 10 or
----- -------
greater) Years of Employment
(c) the attainment of age plus Years of Employment
-----
equal to (insert 55 or greater)
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B. A Member may change his or her investment direction (choose 1,2, or
3):
1. X 1 time per business day.
----
2. 1 time per calendar month.
-----
3. 1 time per calendar quarter.
-----
C. If a Member or Beneficiary (or the Employer, if applicable)
fails to make an effective investment direction, the Member's
contributions and Employer contributions made on the Member's
behalf shall be invested in Money Market Fund (insert one of the
Investments selected in Section VIII of this Adoption Agreement).
D. Effective as of ___________________, the following additional
provisions shall apply to the Employer's Stock Fund (Check all
that apply):
1. No additional Employee contributions may be made to the
-----
Employer Stock Fund;
2. No additional Employer contributions may be made to the
-----
Employer Stock Fund;
3. No investment fund transfers may be made to the
-----
Employer Stock Fund; and/or
4. No investment fund transfers may be made from the
-----
Employer Stock Fund.
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XI. Vesting Schedules
A. (Choose 1, 2, 3, 4, 5, 6 or 7)
Schedule Years of Employment Vested %
-------- ------------------- --------
1. X Immediate Upon Enrollment 100%
---
Schedule Years of Employment Vested %
-------- ------------------- --------
2. ___ 2-6 Year Graded Less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
3. ___ 5-Year Cliff Less than 5 0%
5 or more 100%
4. ___ 3-Year Cliff Less than 3 0%
3 or more 100%
5. ___ 4-Year Graded Less than 1 0%
1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
6. ___ 3-7 Year Graded Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
7. ___ Other Less than ___ 0%
___ but less than ___%
___ but less than ___%
___ but less than ___%
___ but less than ___%
___ or more 100%
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B. With respect to the schedules listed above, the Employer elects (choose
1, 2, 3, 4 or 5):
1. Schedule ___ solely with respect to Employer matching
contributions.
2. Schedule ___ solely with respect to Employer basic contributions.
3. Schedule ___ solely with respect to Employer supplemental
contributions.
4. Schedule ___ solely with respect to Employer profit sharing
contributions.
5. Schedule 1 with respect to all Employer contributions.
---
NOTE: Notwithstanding any election by the Employer to the contrary, each
Member shall acquire a 100% vested interest in his Account attributable
to all Employer contributions made to the Plan upon the earlier of (i)
attainment of Normal Retirement Age, (ii) approval for disability or
(iii) death. In addition, a Member shall at all times have a 100% vested
interest in; the Employer Qualified Non-Elective Contributions, if any;
Safe Harbor CODA contributions, if any; and in the pre-tax elective
deferrals and nondeductible after-tax Member Contributions. Also, if a
Plan is determined to be Top Heavy, a different vesting schedule, other
than the schedule elected above, may apply.
C. Years of Employment Excluded for Vesting Purposes
The following Years of Employment shall be disregarded for vesting
purposes (choose whichever shall apply):
1. ___ Years of Employment during any period in which neither the
Plan nor any predecessor plan was maintained by the Employer.
2. ___ Years of Employment of a Member prior to attaining age 18.
D. Service Crediting Method for Vesting (Choose 1, 2, or 3):
1. X Not Applicable. Plan provides 100% vesting for all
---
contributions.
2. ___ Hour of service method (if elected, Years of Service will be
substituted for Years of Employment for purposes of this
Section XI) (Choose a or b):
21
a. ___ The actual number of Hours of Employment.
b. ___ 190 Hours of Employment for each month in which the
Employee completes at least one Hour of Employment.
3. ___ Elapsed time method.
XII. Withdrawal Provisions
A. The following portions of a Member's Account will be eligible for
in-service withdrawals, subject to the provisions of Article VII of the
Plan (choose whichever shall apply):
1. ___ Employee after-tax contributions and the earnings thereon.
In-service withdrawals permitted only in the event of (choose
whichever shall apply):
(a) ___ Hardship.
(b) ___ Attainment of age 59 1/2.
2. X Employee pre-tax elective deferrals and the earnings thereon.
---
Note: In-service withdrawals of all employee pre-tax elective
deferrals and earnings thereon as of December 31, 1988 are
permitted only in the event of hardship or attainment of age
59 1/2. In-service withdrawals of earnings after December 31,
1988 are permitted only in the event of attainment of age 59
1/2.
3. X Employee rollover contributions and the earnings thereon.
---
In-service withdrawals permitted only in the event of
(choose whichever shall apply):
(a) ___ Hardship.
(b) ___ Attainment of age 59 1/2.
4. X Employer matching contributions and the earnings thereon.
---
In-service withdrawals permitted only in the event of (choose
whichever shall apply):
(a) X Hardship.
---
22
(b) X Attainment of age 59 1/2.
---
5. ___ Employer basic contributions and the earnings thereon.
In-service withdrawals permitted only in the event of (choose whichever
shall apply):
(a) ___ Hardship.
(b) ___ Attainment of age 59 1/2.
6. X Employer supplemental contributions and the earnings thereon.
---
In-service withdrawals permitted only in the event of (choose whichever
shall apply):
(a) ___ Hardship.
(b) ___ Attainment of age 59 1/2.
7. ___ Employer profit sharing contributions and the earnings thereon.
In-service withdrawals permitted only in the event of (choose whichever
shall apply):
(a) ___ Hardship.
(b) ___ Attainment of age 59 1/2.
8. ___ Employer qualified nonelective contributions and earnings thereon.
Note: In-service withdrawals of all employer qualified nonelective
contributions and earnings thereon are permitted only in the
event of attainment of age 59 1/2.
9. ___ Employer safe harbor CODA contributions and earnings thereon.
Note: In-service withdrawals of employer safe harbor CODA contributions
and earnings thereon are permitted only in the event of
attainment of age 59 1/2.
10. ___ No in-service withdrawals shall be allowed.
B. Notwithstanding any elections made in Subsection A of this Section XII
above, the following portions of a Member's Account shall be excluded from
eligibility for in-service withdrawals (choose whichever shall apply):
1. ___ Employer contributions, and the earnings thereon, credited to the
Employer Stock Fund.
23
2. _____ Employer contributions, and the earnings thereon,
credited to the Employer Certificate of Deposit Fund.
3. _____ All contributions and deferrals, and the earnings
thereon, credited to the Employer Stock Fund.
4. _____ All contributions and deferrals, and the earnings
thereon, credited to the Employer Certificate of Deposit
Fund.
5. _____ Other: _________________________________________________
________________
Note: A Member's Account will be available for in-service withdrawals upon
attaining age 70 1/2 notwithstanding any provisions of this Section XII to
the contrary.
XIII. Distribution Option (choose whichever shall apply)
1. X Lump Sum and partial lump sum payments only.
-----
2. _____ Lump Sum and partial lump sum payments plus one or more
of the following (choose (a) and /or (b)):
(a) _____ Installment payments.
(b) _____ Annuity payments.
3. X Distributions in kind of Employer Stock.
-----
XIV. Loan Program (choose 1, 2, 3 or 4, if applicable)
1. _____ No loans will be permitted from the Plan.
2. X Loans will be permitted from the Member's Account.
-----
3. _____ Loans will be permitted from the Member's Account,
excluding (choose whichever shall apply):
(1) _____ Employer Profit sharing contributions and the
earnings thereon.
(2) _____ Employer matching contributions and the earnings
thereon.
(3) _____ Employer basic contributions and the earnings
thereon.
(4) _____ Employer supplemental contributions and the
earnings thereon.
(5) _____ Employee after-tax contributions and the
24
earnings thereon.
(6) _____ Employee pre-tax elective deferrals and the
earnings thereon.
(7) _____ Employee rollover contributions and the earnings
thereon.
(8) _____ Employer qualified nonelective contributions and
the earnings thereon.
(9) _____ Employer safe harbor CODA contributions and the
earnings thereon.
(10) _____ Any amounts to the extent invested in the Employer
Stock Fund.
(11) _____ Any amounts to the extent invested in the Employer
Certificate of Deposit Fund.
4. ____ Loans will only be permitted from the Member's Account in the
case of hardship or financial necessity as defined under Section 8.1 of
the Plan.
XV. Additional Information
If additional space is needed to select or describe an elective feature of
the Plan, the Employer should attach additional pages and use the
following format:
The following is hereby made a part of Section --- of the Adoption
Agreement and is thus incorporated into and made a part of the [Plan Name]
Signature of Employer's Authorized Representative ____________________
______________________________
Signature of Trustee ________________________________________________
__________
Supplementary Page ____ of [total number of pages].
XVI. Plan Administrator
The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3
or 4):
Note: Pentegra Services, Inc. may not be appointed Plan Administrator.
1. X Employer
-----
2. _____ Employer's Board of Directors
3. _____ Plan's Administrative Committee
25
4. _____ Other (if chosen, then provide the following information)
Name:
_______________________________________________________________________________
Address:
_______________________________________________________________________________
Tel No:
_______________________________________________________________________________
Contact:
_______________________________________________________________________________
Note: If no Named Plan Administrator is designated above, the Employer
shall be deemed the Named Plan Administrator.
26
XVII. Trustee
The Employer hereby appoints The Bank of New York to serve as Trustee
for all Investment Funds under the Plan except the Employer Stock Fund.
The Employer hereby appoints the following person(s) or entity to serve
as Trustee under the Plan for the Employer Stock Fund.*
Name:___________________________________________________________________
Address:________________________________________________________________
Telephone No:_______________________ Contact:___________________________
________________________________________________
Signature of Trustee
(Required only if the Employer is serving as its own Trustee)
* Subject to approval by The Bank of New York, if The Bank of New York is
appointed as Trustee for the Employer Stock Fund.
The Employer hereby appoints The Bank of New York to serve as Custodian
under the Plan for the Employer Stock Fund in the event The Bank of New
York does not serve as Trustee for such Fund.
27
EXECUTION OF ADOPTION AGREEMENT
By execution of this Adoption Agreement by a duly authorized representative of
the Employer, the Employer acknowledges that it has established or, as the case
may be, amended a tax-qualified retirement plan into the Clay County Savings &
Loan Association Employees' Savings & Profit Sharing Plan and Trust (the
"Plan"). The Employer hereby represents and agrees that it will assume full
fiduciary responsibility for the operation of the Plan and for complying with
all duties and requirements imposed under applicable law, including, but not
limited to, the Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended. In addition, the Employer
represents and agrees that it will accept full responsibility for complying with
any applicable requirements of federal or state securities law as such laws may
apply to the Plan and to any investments thereunder.
The adopting Employer may rely on an opinion letter issued by the IRS as
evidence that the Plan is qualified under Section 401 of the Code only to the
extent provided in IRS Announcement 2001-77, 2001-30 I.R.B. The Employer may not
rely on the opinion letter in certain other circumstances or with respect to
certain qualification requirements, which are specified in the opinion letter
issued with respect to the plan and in IRS Announcement 2001-77. In order to
have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee
Plans Determinations of the IRS.
The failure to properly complete the Adoption Agreement may result in
disqualification of the Plan and Trust evidenced thereby.
The Sponsor will inform the Employer of any amendments to the Plan or of the
discontinuance or abandonment of the Plan by the Sponsor.
Any inquiries regarding the adoption of the Plan should be directed to the
Sponsor as follows:
Pentegra Services, Inc.
108 Corporate Park Drive
White Plains, New York 10604
(914) 694-1300
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this 18/th/ day of September, 2002.
Clay County Savings & Loan Association
By: /s/ John R. Davis
----------------------------------
28
Name: John R Davis
---------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
29