EXHIBIT 4.2
Plan #001
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
SPONSORED BY
THE FIRST NATIONAL BANK OF BOSTON
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this
section based on the lead Employer. Additional Employers may
adopt this Plan by attaching executed signature pages to the
back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
CENTURY BANCORP, INC.
400 MYSTIC AVENUE
MEDFORD, MA 02155
(b) TELEPHONE NUMBER: (617)391-4000
(c) TAX ID NUMBER: 04-2498617
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
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(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
PAUL V. CUSICK
(f) NAME OF PLAN: CENTURY BANCORP 401(K) PLAN
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 002
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of OCTOBER 1, 1996.
(b) This is an amended Plan.
The effective date of the original Plan was _______________.
The effective date of the amended Plan is _______________.
(c) If different from above, the Effective Date for the Plan's Elective
Deferral provisions shall be _______________.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to Institutional
Trustees only.) Investment in collective or commingled funds as
permitted at paragraph 13.3(b) of the Basic Plan Document #04 shall
only be made to the following specifically named fund(s):
Funds made available after the execution of this Adoption Agreement
will be listed on schedules attached to the end of this Adoption
Agreement.
(b) "Compensation" Compensation shall be determined on the basis of
the:
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[X] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
[ ] (iii) Calendar Year.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-1(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[X] (v) Code Section 3401(a) Compensation, or
[ ] (vi) Code Section 415 Compensation.
Compensation [X] shall [ ] shall not include Employer contributions
made pursuant to a Salary Savings Agreement which are not includable
in the gross income of the Employee for the reasons indicated in the
definition of Compensation at 1.12 of the Basic Plan Document #04.
For purposes of the Plan, Compensation shall be limited to $______ ,
the maximum amount which will be considered for Plan purposes. [If
an amount is specified, it will limit the amount of contributions
allowed on behalf of higher compensated Employees. Completion of
this section is not intended to coordinate with the $200,000 of Code
Section 415(d), thus the amount should be less than $200,000 as
adjusted for cost-of-living increases.]
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on
which an Employee meets the eligibility requirements.
[X] (ii) The earlier of the first day of the Plan Year or the
first day of the seventh month of the Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date on
which the Employee meets the eligibility requirements. If
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this election is made, the Service requirement at
4(a)(ii) may not exceed 1/2 year and the age requirement
at 4(b)(ii) may not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding with or following
the date on which an Employee meets the eligibility
requirements.
[ ] (v) The first day of the Plan Year, or the first day of
the fourth month, or the first day of the seventh month
or the first day of the tenth month, ofthe Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
(d) "Hours of Service" Shall be determined on the basis of the method
selected below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan as follows:
[ ] (i) On the basis of actual hours for which an Employee is
paid or entitled to payment.
[ ] (ii) On the basis of days worked. An Employee shall be
credited with ten (10) Hours of Service if under
paragraph 1.42 of the Basic Plan Document #04 such
Employee would be credited with at least one (1) Hour of
Service during the day.
[ ] (iii) On the basis of weeks worked. An Employee shall be
credited with forty-five (45) Hours of Service if under
paragraph 1.42 of the Basic Plan Document #04 such
Employee would be credited with at least one (1) Hour of
Service during the week.
[ ] (iv) On the basis of semi-monthly payroll periods.
An Employee shall be credited with ninety-five (95) Hours
of Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at
least one (1) Hour of Service during the semi-monthly
payroll period.
[X] (v) On the basis of months worked.
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An Employee shall be credited with one-hundred-ninety
(190) Hours of Service if under paragraph 1.42 of the
Basic Plan Document #04 such Employee would be credited
with at least one (1) Hour of Service during the month.
(e) "Limitation Year" The 12-consecutive month period commencing on
JANUARY 1 and ending on DECEMBER 31.
If applicable, the Limitation Year will be a short Limitation Year
commencing on OCTOBER 1, 1996 and ending on DECEMBER 31, 1996 .
Thereafter, the Limitation Year shall end on the date last specified
above.
(f) "Net Profit"
[X] (i) Not applicable (profits will not be required for any
contributions to the Plan).
[ ] (ii) As defined in paragraph 1.49 of the Basic Plan
Document #04.
[ ] (iii) Shall be defined as:
----------------------------
(Only use if definition in paragraph 1.49 of the Basic
Plan Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on JANUARY 1
and ending on DECEMBER 31.
If applicable, the Plan Year will be a short Plan Year commencing on
OCTOBER 1, 1996 and ending on DECEMBER 31, 1996. Thereafter, the
Plan Year shall end on the date last specified above.
(h) "Qualified Early Retirement Age" For purposes of making
distributions under the provisions of a Qualified Domestic Relations
Order, the Plan's Qualified Early Retirement Age with regard to the
Participant against whom the order is entered [X] shall [ ] shall
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not be the date the order is determined to be qualified. If "shall"
is elected, this will only allow payout to the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of
paragraph 8.7 of the Basic Plan Document #04 [X] are [ ] are not
applicable. If not applicable, the survivor annuity shall be ____%
(50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives
of the Participant and Spouse. If no answer is specified, 50%
will be used.
(j) "Taxable Wage Base" [paragraph 1.79]
[X] (i) Not Applicable - Plan is not integrated with Social
Security.
[ ] (ii) The maximum earnings considered wages for such Plan Year
under Code Section 3121(a).
[ ] (iii) % (not more than 100%) of the amount considered wages for
such Plan Year under Code Section 3121(a).
[ ] (iv) $_________, provided that such amount is not in excess of
the amount determined under paragraph 3(j)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all subsequent Plan
Years, 20% of the maximum earnings considered wages for
such Plan Year under Code Section 3121(a).
NOTE: Using less than the maximum at (ii) may result in a change in
the allocation formula in Section 7.
(k) "Valuation Date(s)" Allocations to Participant Accounts will be done
in accordance with Article V of the Basic Plan Document #04:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
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Indicate Valuation Date(s) to be used by specifying option from list
above:
Type of Contribution(s) Valuation Date(s)
After-Tax Voluntary Contributions [Section 6] ------
Elective Deferrals [Section 7(b)] i
------
Matching Contributions [Section 7(c)] ------
Qualified Non-Elective Contributions
[Section 7(d)] i
------
Non-Elective Contributions [Section 7(e), (f)
and (g)] ------
Minimum Top-Heavy Contributions
[Section 7(i)] i
------
(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period
during which an Employee is credited with 1000 (not more than
1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-consecutive month
period during which an Employee is credited with 501 (not more
than 1,000) Hours of Service. (For Plan Years beginning in
1990 and thereafter, if a number greater than 501 is
specified, it will be deemed to be 501.)
(iii) For Vesting Purposes: The 12-consecutive month period during
which an Employee is credited with 1000 (not more than 1,000)
Hours of Service.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
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[X] (ii) The Plan shall cover only Employees having completed at
least 1 [not more than three (3)] Years of Service. If
more than one (1) is specified, for Plan Years beginning
in 1989 and later, the answer will be deemed to be one
(1).
NOTE: If the eligibility period selected is less than one year,
an Employee will not be required to complete any
specified number of Hours of Service to receive credit
for such period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[X] (ii) The Plan shall cover only Employees having attained age
21 (not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and service
requirements with the following exceptions:
[X] (i) No exceptions.
[ ] (ii) The Plan shall exclude Employees included in a unit of
Employees covered by a collective bargaining agreement
between the Employer and Employee Representatives, if
retirement benefits were the subject of good faith
bargaining. For this purpose, the term "Employee
Representative" does not include any organization more
than half of whosemembers are Employees who are owners,
officers, or executives of the Employer.
[ ] (iii) The Plan shall exclude Employees who are nonresident
aliens and who receive no earned income from the Employer
which constitutes income from sources within the United
States.
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(d) Employees on Effective Date:
[X] (i) Not Applicable. All Employees will be required to
satisfy both the age and Service requirements specified
above.
[ ] (ii) Employees employed on the Plan's Effective Date do
not have to satisfy the Service requirements specified
above.
[ ] (iii) Employees employed on the Plan's Effective Date do not
have to satisfy the age requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reaching a specified age, the Normal Retirement Age selected below
may not exceed the Employer imposed mandatory retirement age.
[X] (i) Normal Retirement Age shall be 65 (not to exceed age
65).
[ ] (ii) Normal Retirement Age shall be the later of attaining
age (not to exceed age 65) or the (not to exceed the
5th) anniversary of the first day of the first Plan
Year in which the Participant commenced participation in
the Plan.
(b) Early Retirement Age:
[X] (i) Not Applicable.
[ ] (ii) The Plan shall have an Early Retirement Age of (not less
than 55) and completion of Years of Service.
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6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make Elective Deferrals in any
amount from 2 % up to 15 % of their Compensation.
If (a) is applicable, Participants shall be permitted to amend
their Salary Savings Agreements to change the contribution
percentage as provided below:
[ ] (i) On the Anniversary Date of the Plan,
[ ] (ii) On the Anniversary Date of the Plan and on the
first day of the seventh month of the Plan Year,
[ ] (iii) On the Anniversary Date of the Plan and on the first
day following any Valuation Date, or
[X] (iv) Upon 30 days notice to the Employer.
[ ] (b) Participants shall be permitted to make after tax Voluntary
Contributions.
[ ] (c) Participants shall be required to make after tax Voluntary
Contributions as follows (Thrift Savings Plan):
[ ] (i) ____% of Compensation.
[ ] (ii) A percentage determined by the Employee on his or her
enrollment form.
[X] (d) If necessary to pass the Average Deferral Percentage Test,
Participants [ ] may [X] may not have Elective Deferrals
recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution
Percentage Test will apply to contributions under (b) and
(c) above, and may apply to (a).
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7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in accordance
with the formula or formulas selected below. The Employer's
contribution shall be subject to the limitations contained in
Articles III and X. For this purpose, a contribution for a
Plan Year shall be limited for the Limitation Year which ends
with or within such Plan Year. Also, the integrated allocation
formulas beloware for Plan Years beginning in 1989 and later.
The Employer's allocation for earlier years shall be as
specified in its Plan prior to amendment for the Tax Reform Act
of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[ ] (C) discretionary contributions.
(ii) No Net Profits are required for:
[ ] (A) Matching Contributions.
[X] (B) Qualified Non-Elective Contributions.
[ ] (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed regardless of
profits.
[X] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount withheld
from the Compensation of such Participant pursuant to his or
her Salary Savings Agreement. If applicable, the maximum
percentage is specified in Section 6 above.
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An Employee who has terminated his or her election under the
Salary Savings Agreement other than for hardship reasons may
not make another Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[ ] (ii) until the first day of the next valuation period.
[X] (iii) for a period of 1 month(s) (not to exceed 12
months).
[ ] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
[ ] (i) PERCENTAGE MATCH: The Employer shall contribute and allocate
to each eligible Participant's account an amount equal to
_____% of the amount contributed and allocated in accordance
with paragraph 7(b) above and (if checked) % of [ ] the amount
of Voluntary Contributions made in accordance with paragraph
4.1 of the Basic Plan Document #04. The Employer shall not
match Participant Elective Deferrals as provided above in
excess of $ or in excess of % of the Participant's Compensation
or if applicable, Voluntary Contributions in excess of $ or in
excess of % of the Participant's Compensation. In no event will
the match on both Elective Deferrals and Voluntary
Contributions exceed a combined amount of $ or %.
[ ] (ii) DISCRETIONARY MATCH: The Employer shall contribute and
allocate to each eligible Participant's account a percentage of
the Participant's Elective Deferral contributed and allocated
in accordance with paragraph 7(b) above. The Employer shall
set such percentage prior to the end of the Plan Year. The
Employer shall not match Participant Elective Deferrals in
excess of $________ or in excess of ____% of the Participant's
Compensation.
[ ] (iii) TIERED MATCH: The Employer shall contribute and allocate to
each Participant's account an amount equal to % of the first
____% of the Participant's Compensation, to the extent
deferred.
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____% of the next ____% of the Participant's Compensation, to
the extent deferred.
____% of the next ____% of the Participant's Compensation, to
the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as the
percentage of Participant's contribution increases.
[ ] (iv) FLAT DOLLAR MATCH: The Employer shall contribute and allocate
to each Participant's account $ if the Participant defers at
least 1% of Compensation.
[ ] (v) PERCENTAGE OF COMPENSATION MATCH: The Employer shall
contribute and allocate to each Participant's account ____% of
Compensation if the Participant defers at least 1% of
Compensation.
[ ] (vi) PROPORTIONATE COMPENSATION MATCH: The Employer shall contribute
and allocate to each Participant who defers at least 1% of
Compensation, an amount determined by multiplying such Employer
Matching Contribution by a fraction the numerator of which is
the Participant's Compensation and the denominator of which is
the Compensation of all Participants eligible to receive such
an allocation. The Employer shall set such discretionary
contribution prior to the end of the Plan Year.
[ ] (vii) QUALIFIED MATCH: Employer Matching Contributions will be
treated as Qualified Matching Contributions to the extent
specified below:
[ ] (A) All Matching Contributions.
[ ] (B) None.
[ ] (C) ____% of the Employer's Matching Contribution.
[ ] (D) up to ____% of each Participant's Compensation.
[ ] (E) The amount necessary to meet the [ ] Average
Deferral Percentage (ADP) test, [ ] Average
Contribution Percentage (ACP) test, [ ] Both
the ADP and ACP tests.
(viii) MATCHING CONTRIBUTION COMPUTATION PERIOD: The time period upon
which matching contributions will be based shall be
[ ] (A) weekly
[ ] (B) bi-weekly
[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
[ ] (G) annually
(ix) ELIGIBILITY FOR MATCH: Employer Matching Contributions, whether
or not Qualified, will only be made on Employee Contributions
not withdrawn prior to the end of the [ ] valuation period
[ ]Plan Year.
[X] (d) Qualified Non-Elective Employer Contribution [See paragraphs (h)
and (i)] These contributions are fully vested when contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each eligible
Employee in proportion to his or her Compensation as a percentage of
the Compensation of all eligible Employees. This part of the
Employer's contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder. The amount
of Qualified non-Elective Contributions taken into account for
purposes of meeting the ADP or ACP test requirements is:
[ ] (i) All such Qualified non-Elective Contributions.
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[X] (ii) The amount necessary to meet [X] the ADP test,
[ ] the ACP test, [ ] Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[X] (iv) Only non-Highly Compensated Employees
eligible to participate.
[ ] (e) Additional Employer Contribution Other Than Qualified Non-Elective
Contributions-Non-Integrated [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each eligible
Employee in proportion to his or her Compensation as a percentage of
the Compensation of all eligible Employees. This part of the
Employer's contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution - Integrated Allocation Formula
[See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's contribution for the Plan
Year plus any forfeitures shall be allocated to the accounts of
eligible Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation equal
to 3% of their Compensation.
(ii) Next, any remaining Employer Contributions and forfeitures will
be allocated to Participants who have Compensation in excess of
the Taxable Wage Base (excess Compensation). Each such
Participant will receive an allocation in the ratio that his or
her excess compensation bears to the excess Compensation of all
Participants. Participants may only receive an allocation of 3%
of excess Compensation.
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(iii)Next, any remaining Employer contributions and forfeitures will
be allocated to all Participants in the ratio that their
Compensation plus excess Compensation bears to the total
Compensation plus excess Compensation of all Participants.
Participants may only receive an allocation of up to 2.7% of
their Compensation plus excess Compensation, under this
allocation method. If the Taxable Wage Base defined at Section
3(j) is less than or equal to the greater of $10,000 or 20% of
the maximum, the 2.7% need not be reduced. If the amount
specified is greater than the greater of $10,000 or 20% of the
maximum Taxable Wage Base, but not more than 80%, 2.7% must be
reduced to 1.3%. If the amount specified is greater than 80%
but less than 100% of the maximum Taxable Wage Base, the 2.7%
must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum
contribution or benefit is provided under another Plan
[see Section 11(c)(ii)] covering the same Employees,
sub-paragraphs (i) and (ii) above may be disregarded and
5.7%, 4.3% or 5.4% may be substituted for 2.7%, 1.3% or
2.4% where it appears in (iii) above.
(iv) Next, any remaining Employer contributions and forfeitures will
be allocated to all Participants (whether or not they received
an allocation under the preceding paragraphs) in the ratio that
each Participant's Compensation bears to all Participants'
Compensation.
[ ] (g) Additional Employer Contribution-Alternative Integrated Allocation
Formula [See paragraph (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such contributions
are sufficient, they shall be allocated as follows:
____% of each eligible Participant's Compensation plus ____% of
Compensation in excess of the Taxable Wage Base defined at Section
3(j) hereof. The percentage on excess compensation may not exceed
the lesser of (i) the amount first specified in this paragraph or
(ii) the greater of 5.7% or the percentage rate of tax under Code
Section 3111(a) as in effect on the first day of the Plan Year
attributable to the Old Age (OA) portion of the OASDI provisions of
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the Social Security Act. If the Employer specifies a Taxable Wage
Base in Section 3(j) which is lower than the Taxable Wage Base for
Social Security purposes (SSTWB) in effect as of the first day of
the Plan Year, the percentage contributed with respect to excess
Compensation must be adjusted. If the Plan's Taxable Wage Base is
greater than the larger of $10,000 or 20% of the SSTWB but not more
than 80% of the SSTWB, the excess percentage is 4.3%. If the Plan's
Taxable Wage Base is greater than 80% of the SSTWB but less than
100% of the SSTWB, the excess percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be integrated with
Social Security.
(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an Excess
Amount, such excess shall be:
[X] (i) placed in a suspense account accruing no gains or losses
for the benefit of the Participant.
[ ] (ii) reallocated as additional Employer contributions to
all other Participants to the extent that they do not have
any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of the
contributions and forfeitures as allocated to eligible Employees
under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this Adoption
Agreement shall not be less than the amount required under paragraph
14.2 of the Basic Plan Document #04. Top-Heavy minimums will be
allocated to:
[X] (i) all eligible Participants.
[ ] (ii) only eligible non-Key Employees who are Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
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In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by reducing
the:
[X] (i) the ADP of the affected Highly Compensated Employees.
[ ] (ii) the ACP of the affected Highly Compensated Employees.
[ ] (iii) a combination of the ADP and ACP of the affected Highly
Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) For Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990, the Employer
will not allocate Employer related contributions to any
Participant who terminates employment during the Plan
Year.
[ ] (ii) The Employer will allocate Employer related
contributions to Employees who terminate during the Plan
Year as a result of:
[ ] (1) Retirement.
[ ] (2) Disability.
[ ] (3) Death.
[ ] (4) Other termination provided that the
Participant has completed a Year of Service.
[ ] (5) Other termination.
(b) For Plan Years beginning in 1990 and thereafter, the Employer will
allocate Employer related contributions to any Participant who is
credited with more than 500 Hours of Service or is employed on the
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last day of the Plan Year without regard to the number of Hours of
Service.
The Employer will also allocate Employer related contributions to
any Participant who terminates during the Plan Year without accruing
the necessary Hours of Service if they terminate as a result of:
[ ] (i) Retirement.
[ ] (ii) Disability.
[ ] (iii) Death.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
If forfeitures are allocated to Participants, such allocation shall
be done in the same manner as the Employer's contribution.
[X] (i) Not Applicable. All contributions are always fully vested.
[ ] (ii) Forfeitures shall be allocated to Participants in the same
manner as the Employer's contribution.
If allocation to other Participants is selected, the
allocation shall be as follows:
[1] Amount attributable to Employer discretionary
contributions and Top-Heavy minimums will be allocated to:
[ ] all eligible Participants under the Plan.
[ ] only those Participants eligible for an allocation
of matching contributions in the current year.
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[2] Amounts attributable to Employer Matching contributions
will be allocated to:
[ ] all eligible Participants.
[ ] only those Participants eligible for allocations of
matching contributions in the current year.
[ ] (iii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
[ ] (iv) Forfeitures shall be applied to offset administrative
expenses of the Plan. If forfeitures exceed these
expenses, (iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even if
the Employer elects (ii), (iii) or (iv) below as its normal
administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Participant incurs his or her
fifth consecutive one year Break In Service.
[ ] (ii) Forfeitures will be reallocated immediately (as of the
next Valuation Date).
[ ] (iii) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Employee incurs his or her
(1st, 2nd, 3rd, or 4th) consecutive one year Break In
Service.
[ ] (iv) Forfeitures will be reallocated immediately (as of the
Plan Year end).
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks in
Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated (fill
in the appropriate number):
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[ ] (i) Current year's forfeitures.
[ ] (ii) Additional Employer contribution.
[ ] (iii) Income or gain to the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
[ ] (i) Applied to reduce Employer contributions.
[ ] (ii) Allocated, after all other forfeitures under the Plan, to
the Matching Contribution account of each non-Highly
Compensated Participant who made Elective Deferrals or
Voluntary Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for such Plan Year.
Such forfeitures cannot be allocated to the account of any
Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied at
the end of the Plan Year in which they occur.
10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect to defer to the
Plan, an amount not to exceed ____% of any Employer paid cash
bonus made for such Participant for any year. A Participant
must file an election to defer such contribution at least
fifteen (15) days prior to the end of the Plan Year. If the
Employee fails to make such an election, the entire Employer
paid cash bonus to which the Participant would be entitled
shall be paid as cash and not to the Plan. Amounts deferred
under this section shall be treated for all purposes as
Elective Deferrals. Notwithstanding the above, the election to
defer must be made before the bonus is made available to the
Participants.
[X] (b) Not Applicable.
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11. LIMITATIONS ON ALLOCATIONS
[ ] This is the only Plan the Employer maintains or ever maintained;
therefore, this section is not applicable.
[X] The Employer does maintain or has maintained another Plan (including
a Welfare Benefit Fund or an individual medical account [as defined
in Code Section 415(l)(2)], under which amounts are treated as
Annual Additions) and has completed the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit Fund
or an individual medical account [asdefined in Code Section
415(l)(2)], in which any Participant in this Plan is (or was) a
participant or could possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master or
Prototype
Plan:
[ ] (i) the provisions of Article X of the Basic Plan
Document #04 will apply, as if the other plan were a
Master or Prototype Plan.
[ ] (ii) Attach provisions stating the method under which the
plans will limit total Annual Additions to the Maximum
Permissible Amount, and will properly reduce any Excess
Amounts, in a manner that precludes Employer discretion.
(b) If a Participant is or ever has been a participant in a Defined
Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion. The
Employer must also specify the interest and mortality assumptions
used in determining Present Value in the Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code Section 416
relating to Top-Heavy Plans shall be satisfied by:
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[ ] (i) this Plan.
[ ] (ii) ___________________________________
Name of other qualified plan of the Employer).
[ ] (iii) Attach provisions stating the method under which the
minimum contribution and benefit provisions of Code
Section 416 will be satisfied. If a Defined Benefit
Plan is or was maintained, an attachment must be provided
showing interest and mortality assumptions used in the
Top-Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in
accordance with paragraphs (select one or more options) [ ] 7(c), [ ]
7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
more of the foregoing options are notselected, such Employer
contributions shall be subject to the vesting table selected by the
Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and the
earnings thereon under the procedures selected below except with respect
to any Plan Year during which the Plan is Top-Heavy, in which case the
Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
unless the Employer has already elected a faster vesting schedule. If the
Plan is switched to option (b)(iv), because of its Top-Heavy status, that
vesting schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment of this Adoption
Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining Years of Service
and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from
Employer contributions:
[X] (i) shall not be applicable since Participants are always
fully vested,
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[ ] (ii) shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each
subsequent 12-consecutive month period shall commence on
the anniversary thereof, or
[ ] (iii) shall commence on the first day of the Plan Year during
which an Employee first performs an Hour of Service for
the Employer and each subsequent 12-consecutive month
period shall commence on the anniversary thereof.
A Participant shall receive credit for a Year of Service if he or
she completes at least 1,000 Hours of Service [or if lesser, the
number of hours specified at 3(l)(iii) of this Adoption Agreement]
at any time during the 12-consecutive month computation period.
Consequently, a Year of Service may be earned prior to the end of
the 12-consecutive month computation period and the Participant need
not be employed at the end of the 12-consecutive month computation
period to receive credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who has
at least one Hour of Service during or after the 1989 Plan
Year. If applicable, Participants who separated from Service
prior to the 1989 Plan Year will remain under thevesting
schedule as in effect in the Plan prior to amendment for the
Tax Reform Act of 1986.
(i) Full and immediate vesting.
Years of Service
----------------
1 2 3 4 5 6 7
--- --- --- --- --- --- ---
(ii) ___% 100%
(iii) ___% ___% 100%
(iv) ___% 20% 40% 60% 80% 100%
(v) ___% ___% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) ___% ___% ___% ___% 100%
(viii) ___% ___% ___% ___% ___% ___% 100%
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NOTE: The percentages selected for schedule (viii) may not be less
for any year than the percentages shown at schedule (v).
[ ] All contributions other than those which are fully vested
when contributed will vest under schedule above.
[ ] Contributions other than those which are fully vested when
contributed will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
____ 7(c) Employer Match
on Salary Savings
____ 7(c) Employer Match on
Employee Voluntary
____ 7(e) Employer Discretionary
____ 7(f) & (g) Employer
Discretionary - Integrated
(c) Service disregarded for Vesting:
[X] (i) Not Applicable. All Service shall be considered.
[ ] (ii) Service prior to the Effective Date of this Plan or a
predecessor plan shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
[ ] (iii) Service prior to a Participant having attained age
18 shall be disregarded when computing a Participant's
vested and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility,
Hours of Service shall include Service with the following predecessor
organization(s):
(These hours will also be used for vesting purposes.)
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14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the Basic
Plan Document #04, [X] shall [ ] shall not be permitted. If
permitted, Employees [X] may [ ] may not make Rollover Contributions
prior to meeting the eligibility requirements for participation in
the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the Basic
Plan Document #04 [X] shall [ ] shall not be permitted. If
permitted, Employees [X] may [ ] may not Transfer Contributions
prior to meeting the eligibility requirements for participation in
the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of
paragraph 8.7 of the Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [X] are [ ] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the Basic Plan
Document #04, [X] are [ ] are not permitted. If permitted, repayments of
principal and interest shall be repaid to [X] the Participant's
segregated account or [ ] the general Fund.
17. RESERVED
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.7 of the Basic Plan Document #04, [ ] shall [X] shall not be
applicable.
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19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in
paragraph 13.8 of the Basic Plan Document #04, [X] shall [ ] shall
not be applicable.
If applicable, Participants may direct their investments among funds
offered by the Trustee.
(b) Participants may direct the following kinds of contributions and the
earnings thereon (check all applicable):
[X] (i) All Contributions.
[ ] (ii) Elective Deferrals.
[ ] (iii) Employee Voluntary Contributions (after-tax).
[ ] (iv) Employee Mandatory Contributions (after-tax).
[ ] (v) Employer Qualified Matching Contributions.
[ ] (vi) Other Employer Matching Contributions.
[ ] (vii) Employer Qualified Non-Elective Contributions.
[ ] (viii) Employer Discretionary Contributions.
[ ] (ix) Rollover Contributions.
[ ] (x) Transfer Contributions.
[X] (xi) All of above which are checked, but only to the extent
that the Participant is vested in those contributions.
NOTE: To the extent Employee investment direction was previously
allowed, the Trustee shall have the right to either make the
assets part of the general Trust, or leave them as separately
invested subject to the rights of paragraph 13.8.
The Plan [x] is [ ] is not intended to constitute a plan
described in section 404(c) of the Employee Retirement Income
Security Act and regulations thereunder. If the Plan is
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intended to constitute an ERISA section 404(c) plan, the
fiduciaries of the plan may be relieved of liability for any
losses which are the direct and necessary result of investment
instructions given by a Participant.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to retirement, death
or Disability [X] may [ ] may not make application to the Employer
requesting an early payment of his or her vested account balance.
(b) A Participant who has attained age 59-1/2 and who has not separated
from Service [X] may [ ] may not obtain a distribution of his or her
vested Employer contributions. Distribution can only be made if the
Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal Retirement Age and
who has not separated from Service [X] may [ ] may not receive a
distribution of his or her vested account balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken away.
Notwithstanding the above, to the contrary, required minimum
distributions will be paid. For timing of distributions, see
item 21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or
retirement, benefits shall be paid:
[ ] (i) As soon as administratively feasible, following the
close of the valuation period during which a distribution
is requested or is otherwise payable.
[ ] (ii) As soon as administratively feasible following the
close of the Plan Year during which a distribution is
requested or is otherwise payable.
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[X] (iii) As soon as administratively feasible, following the
date on which a distribution is requested or is otherwise
payable.
[ ] (iv) As soon as administratively feasible, after the close of
the Plan Year during which the Participant incurs
consecutive one-year Breaks in Service.
[ ] (v) Only after the Participant has achieved the Plan's Normal
Retirement Age, or Early Retirement Age, if applicable.
In cases of death, Disability or retirement, benefits shall be paid:
[ ] (vi) As soon as administratively feasible, following the
close of the valuation period during which a distribution
is requested or is otherwise payable.
[ ] (vii) As soon as administratively feasible following the close
of the Plan Year during which a distribution is requested
or is otherwise payable.
[X] (viii) As soon as administratively feasible, following the
date on which a distribution is requested or is otherwise
payable.
(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[ ] (ii) Installment Payments.
[ ] (iii) Life Annuity*.
[ ] (iv) Life Annuity Term Certain*. Life Annuity with payments
guaranteed for _____________ years (not to exceed 20
years, specify all applicable).
[ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100%
survivor annuity* (specify all applicable).
[ ] (vi) Other form(s) specified:________________
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*Not available in Plan meeting provisions of paragraph 8.7 of Basic
Plan Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan, Participants
and/or their Spouse (Surviving Spouse) [X] shall [ ] shall not have
the right to have their life expectancy recalculated annually.
If "shall",
[ ] only the Participant shall be recalculated.
[ ] both the Participant and Spouse shall be recalculated.
[X] who is recalculated shall be determined by the Participant.
22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in
and qualification of the Prototype to:
DANIEL T. NOTARTOMASO
(Job Title) SENIOR MANAGER
(Phone Number) (617) 575-2151
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address
provided on the first page of this Agreement.
23. SIGNATURES
DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
TAX ADVISOR, IF ANY.
(a) EMPLOYER:
Name and address of Employer if different than specified in Section
1 above.
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This agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were adopted by the
Employer the 15th
day of October, 1996.
Signed for the Employer by: Paul V. Cusick
Title: Vice President
Signature: /s/ Paul V. Cusick
--------------------
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE
ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.
Employer's Reliance: An Employer who maintains or has ever
maintained or who later adopts any Plan [including, after December
31, 1985, a Welfare Benefit Fund, as defined in Section 419(e) of
the Code, which provides post-retirement medical benefits allocated
to separate accounts for Key Employees, as defined in Section
419A(d)(3)] or an individual medical account, as defined in Code
Section 415(l)(2) in addition to this Plan may not rely on the
opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Section 401 of
the Code. If the Employer who adopts or maintains multiple Plans
wishes to obtain reliance that such Plan(s) are qualified,
application for a determination letter should be made to the
appropriate Key District Director of Internal Revenue. The Employer
understands that its failure to properly complete the Adoption
Agreement may result in disqualification of its plan.
This Adoption Agreement may only be used in conjunction with Basic
Plan Document #04.
The Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that
this Plan is qualified under Section 401 of the Code unless the
terms of the Plan, as herein adopted or amended, that pertain to the
requirements of Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5),
410(b) and 414(s) of the Code, as amended by the Tax Reform Act of
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1986, or later laws, (a) are made effective retroactively to the
first day of the first Plan Year beginning after December 31, 1988
(or such later date on which these requirements first become
effective with respect to this Plan); or (b) are made effective no
later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of
the Plan constitute such an interpretation.
[X] (b) TRUSTEE:
Name of Trustee:
THE FIRST NATIONAL BANK OF BOSTON
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
such, the Employer's Plan as contained herein was accepted by
the Trustee the 22nd day of November, 1996.
Signed for the Trustee by: Daniel T. Notartomaso
Title: Senior Manager
Signature: /s/ Daniel T. Notartomaso
--------------------------
[ ] (c) CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with
paragraph 13.4 of the Basic Plan Document #04 as a Custodial
Account. As such, the Employer's Plan as contained herein was
accepted by the Custodian the day of ____________, 19___.
Signed for the Custodian by:
Title:
Signature: ____________________ ____________________
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(d) SPONSOR:
The Employer's Agreement and the corresponding provisions of
the Plan and Trust/Custodial Account Basic Plan Document #04
were accepted by the Sponsor the 22nd day of November, 1996.
Signed for the Sponsor by: Daniel T. Notartomaso
Title: Senior Manager
Signature: /s/ Daniel T. Notartomaso
--------------------------
Century Bancorp, Inc.
400 Mystic Avenue
Medford, MA 02155
Standardized Adoption Agreement
Prototype Cash or Deferred Profit Sharing Plan and Trust/Custodial
Agreement
Item 11(b)
The Defined Benefit Retirement Plan will be tested for Code Section 415(e)
limitation. Any problems with the 415(e) limitation will be corrected by
reducing the Defined Benefit Plan benefit.