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Exhibit 10.52
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MERRILL LYNCH
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SPECIAL
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PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT
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401(k) PLAN
EMPLOYEE THRIFT PLAN
PROFIT-SHARING PLAN
Letter Serial Number: D359287b
National Office Letter Date: 6/29/93
This Prototype Plan and Adoption Agreement are important legal instruments with
legal and tax implications for which the Sponsor, Merrill Lynch, Pierce, Fenner
& Smith, Incorporated, does not assume responsibility. The Employer is urged to
consult with its own attorney with regard to the adoption of this Plan and its
suitability to its circumstances.
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Adoption of Plan
The Employer named below hereby establishes or restates a profit-sharing plan
that includes a |X| 401(k), |X| profit-sharing and/or |_| thrift plan feature
(The "Plan") by adopting the Merrill Lynch Special Prototype Defined
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.
Employer and Plan Information
Employer Name:* Corporate Property Investors
Business Address: 305 East 47th Street
New York, NY 10017
Telephone Number: (212) 421-8200
Employer Taxpayer ID Number: 04-6268599
Employer Taxable Year ends on: December 31st
Plan Name: Corporate Property Investors Employee 401(k) Savings Plan
Plan Number: 001
401(k) Profit Sharing Thrift
Effective Date of Adoption
or Restatement: 01/01/98 01/01/98 __/__/__
Original Effective Date: 01/01/90 01/01/90 __/__/__
If this Plan is a continuation or an amendment of a prior plan, all optional
forms of benefits provided in the prior plan must be provided under this Plan to
any Participant who had an account balance, whether or not vested, in the prior
plan.
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* If there are any Participating Affiliates in this Plan, list below the
proper name of each Participating Affiliate.
______.
______.
______.
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ARTICLE I. Definitions
A. "Compensation"
(1) With respect to each Participant, except as provided below, Compensation
shall mean the (select all those applicable for each column):
401(k)and/ Profit
or Thrift Sharing
|_| |_| (a) amount reported in The "Wages Tips and Other
Compensation" Box on Form W-2 for the applicable
period selected in Item 5 below.
|X| |X| (b) compensation for Code Section 415 safe-harbor
purposes (as defined in Section 3.9.1 (H)(i) of
basic plan document #03) for the applicable period
selected in Item 5 below.
|_| |_| (c) amount reported pursuant to Code Section 3401(a)
for the applicable period selected in Item 5
below.
|_| |_| (d) all amounts received (under either option (a) or
(b) above) for personal services rendered to the
Employer but excluding (select one):
|_| overtime
|_| bonuses
|_| commissions
|_| amounts in excess of $______
|_| other (specify) ________.
(2) Treatment of Elective Contributions (select one):
|X| (a) For purposes of contributions, Compensation shall include
Elective Deferrals and amounts excludable from the gross income of
the Employee under Code Section 125, Code Section 402(e)(3), Code
Section 402(h) or Code Section 403(b) ("elective contributions").
|_| (b) For purposes of contributions, Compensation shall not include
"elective contributions."
(3) CODA Compensation (select one):
|X| (a) For purposes of the ADP and ACP Tests, Compensation shall include
"elective contributions."
|_| (b) For purposes of the ADP and ACP Tests, Compensation shall not
include "elective contributions."
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(4) With respect to Contributions to an Employer Contributions Account,
Compensation shall include all Compensation (select one):
|X| (a) during the Plan Year in which the Participant enters the Plan.
|_| (b) after the Participant's Entry Date.
(5) The applicable period for determining Compensation shall be (select one):
|X| (a) the Plan Year.
|_| (b) the Limitation Year.
|_| (c) the consecutive 12-month period ending on _____.
B. "Disability"
(1) Definition
Disability shall mean a condition which results in the Participant's
(select one):
|X| (a) inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment that can be expected to result in death or which
has lasted or can be expected to last for a continuous period
of not less than 12 months.
|_| (b) total and permanent inability to meet the requirements of the
Participant's customary employment which can be expected to
last for a continuous period of not less than 12 months.
|_| (c) qualification for Social Security disability benefits.
|_| (d) qualification for benefits under the Employer's long-term
disability plan.
(2) Contributions Due to Disability (select one):
|X| (a) No contributions to an Employer Contributions Account will be
made on behalf of a Participant due to his or her Disability.
|_| (b) Contributions to an Employer Contributions Account will be made
on behalf of a Participant due to his or her Disability
provided that: the Employer elected option (a) or (c) above as
the definition of Disability, contributions are not made on
behalf of a Highly Compensated Employee, the contribution is
based on the Compensation each such Participant would have
received for the Limitation Year if the Participant had been
paid at the rate of Compensation paid immediately before his
or her Disability, and contributions made on behalf of such
Participant will be nonforfeitable when made.
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C "Early Retirement" is (select one):
|X| (1) not permitted.
|_| (2) permitted if a Participant terminates Employment before Normal
Retirement Age and has (select one):
|_| (a) attained age _____.
|_| (b) attained age _____ and completed _____ Years of
Service.
|_| (c) attained age _____ and completed _____ Years of
Service as a Participant.
D. "Eligible Employees" (select one):
|_| (1) All Employees are eligible to participate in the Plan.
|X| (2) The following Employees are not eligible to participate in the
Plan (select all those applicable):
|X| (a) Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer or
a Participating Affiliate and the Employee
representatives (not including any organization more
than half of whose members are Employees who are owners,
officers, or executives of the Employer or Participating
Affiliate) in the negotiation of which retirement
benefits were the subject of good faith bargaining,
unless the bargaining agreement provides for
participation in the Plan.
|X| (b) non-resident aliens who received no earned income from the
Employer or a Participating Affiliate which constitutes
income from sources within the United States.
|_| (c) Employees of an Affiliate.
|_| (d) Employees employed in or by the following specified
division, plant, location, job category or other
identifiable individual or group of Employees: _____.
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E. "Entry Date" Entry Date shall mean (select as applicable):
401(k)
and/or Profit
Thrift Sharing
|_| |_| (1) If the initial Plan Year is less than twelve months, the
_____ day of _____ and thereafter.
|_| |_| (2) the first day of the Plan Year following the date the
Employee meets the eligibility requirements. If the
Employer elects this option (2) establishing only one
Entry Date, the eligibility "age and service"
requirements elected in Article II must be no more than
age 20-1/2 and 6 months of service.
|_| |_| (3) the first day of the month following the date the Employee
meets the eligibility requirements.
|_| |_| (4) the first day of the Plan Year and the first day of the
seventh month of the Plan Year following the date the
Employee meets the eligibility requirements.
|X| |X| (5) the first day of the Plan Year, the first day of the fourth
month of the Plan Year, the first day of the seventh
month of the Plan Year, and the first day of the tenth
month of the Plan Year following the date the Employee
meets the eligibility requirements.
|_| |_| (6) other:
provided that the Entry Date or Dates selected are no
later than any of the options above.
F. "Hours of Service"
Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:
(1) Eligibility Service: For purposes of determining whether a
Participant has satisfied the eligibility requirements, the
following method shall be used (select one):
401(k)
and/or Profit
Thrift Sharing
|_| |_| (a) elapsed time method
|X| |X| (b) hourly records method
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(2) Vesting Service: A Participant's nonforfeitable interest shall be
determined on the basis of the method specified below (select one):
|_| (a) elapsed time method
|X| (b) hourly records method
|_| (c) If this item (c) is checked, the Plan only provides for
contributions that are always 100% vested and this item
(2) will not apply.
(3) Hourly Records: For the purpose of determining Hours of Service
under the hourly record method (select one):
|X| (a) only actual hours for which an Employee is paid or
entitled to payment shall be counted.
|_| (b) an Employee shall be credited with 45 Hours of Service if
such Employee would be credited with at least 1 Hour of
Service during the week.
G. "Integration Level"
|X| (1) This Plan is not integrated with Social Security.
|_| (2) This Plan is integrated with Social Security. The Integration
Level shall be (select one):
|_| (a) the Taxable Wage Base.
|_| (b) $_____ (a dollar amount less than the Taxable Wage Base).
|_| (c) _____% of the Taxable Wage Base (not to exceed 100%).
|_| (d) the greater of $10,000 or 20% of the Taxable Wage Base.
H. "Limitation Compensation"
For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):
|X| (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i)
of basic plan document #03.
|_| (2) the "Wages, Tips and Other Compensation" Box on Form W-2.
|_| (3) Code Section 3401(a) Federal Income Tax Withholding.
I. "Limitation Year"
For purposes of Code Section 415, the Limitation Year shall be (select one):
|X| (1) the Plan Year.
|_| (2) the twelve consecutive month period ending on the _____ day of the
month of _____.
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J. "Net Profits" are (select one):
|X| (1) not necessary for any contribution.
|_| (2) necessary for (select all those applicable):
|_| (a) Profit-Sharing Contributions.
|_| (b) Matching 401(k) Contributions.
|_| (c) Matching Thrift Contributions.
K. "Normal Retirement Age"
Normal Retirement Age shall be (select one):
|X| (1) attainment of age 65 (not more than 65) by the Participant.
|_| (2) attainment of age (not more than 65) by the participant or the
________ anniversary (not more than the 5th) of the first day of
the Plan Year in which the Eligible Employee became a Participant,
whichever is later.
|_| (3) attainment of age _____ (not more than 65) by the Participant or
the _____ anniversary (not more than the 5th) of the first day on
which the Eligible Employee performed an Hour of Service,
whichever is later.
L. "Participant Directed Assets" are:
401(k) and/ Profit
or Thrift Sharing
|X| |X| (1) permitted.
|_| |_| (2) not permitted.
M. "Plan Year"
The Plan Year shall end on the 31st day of December.
N. "Predecessor Service"
Predecessor service will be credited (select one):
|_| (1) only as required by the Plan.
|X| (2) to include, in addition to the Plan requirements and subject to
the limitations set forth below, service with the following
predecessor employer(s) determined as if such predecessors were
the Employer: Pembrook Management, Inc.
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Service with such predecessor employer applies [select either or both (a)
and/or (b); (c) is only available in addition to (a) and/or (b)]:
|X| (a) for purposes of eligibility to participate;
|X| (b) for purposes of vesting;
|_| (c) except for the following service: _____.
0. "Valuation Date"
Valuation Date shall mean (select one for each column, as applicable):
401(k) and/ Profit
or Thrift Sharing
|_| |_| (1) the last business day of each month.
|_| |_| (2) the last business day of each quarter within the Plan
Year.
|_| |_| (3) the last business day of each semi-annual period
within the Plan Year.
|_| |_| (4) the last business day of the Plan Year.
|X| |X| (5) other: daily basis.
ARTICLE II. Participation
Participation Requirements
An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):
401(k)and/ Profit
or Thrift Sharing
|_| |_| (1) Performance of one Hour of Service.
|_| |_| (2) Attainment of age _____ (maximum 20 1/2) and
completion of _____ (not more than 1/2) Years of
Service. If this item is selected, no Hours of
Service shall be counted.
|X| |X| (3) Attainment of age 21 (maximum 21) and completion of
1 Year(s) of Service. If more than one Year of
Service is selected, the immediate 100% vesting
schedule must be selected in Article VII of this
Adoption Agreement.
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401(k) and/ Profit
or Thrift Sharing
|_| |_| (4) Attainment of age _____ (maximum 21) and completion
of _____ Years of Service. If more than one Year of
Service is selected, the immediate 100% vesting
schedule must be selected in Article VII of this
Adoption Agreement.
|_| |_| (5) Each Employee who is an Eligible Employee on _____
will be deemed to have satisfied the participation
requirements on the effective date without regard to
such Eligible Employee's actual age and/or service.
ARTICLE III. 401(k) Contributions and Account Allocation
A. Elective Deferrals
If selected below, a Participant's Elective Deferrals will be (select all
applicable):
|X| (1) a dollar amount or a percentage of Compensation, as specified
by the Participant on his or her 401(k) Election form, which
may not exceed 15% of his or her Compensation.
|_| (2) with respect to bonuses, such dollar amount or percentage as
specified by the Participant on his or her 401(k) Election
form with respect to such bonus.
B. Matching 401(k) Contributions
If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):
|X| (1) Discretionary Formula:
Discretionary Matching 401(k) Contribution equal to such a dollar amount
or percentage of Elective Deferrals, as determined by the Employer, which
shall be allocated (select one):
|_| (a) based on the ratio of each Participant's Elective
Deferral for the Plan Year to the total Elective
Deferrals of all Participants for the Plan Year. If
inserted, Matching 401(k) Contributions shall be subject
to a maximum amount of $_____ for each Participant or
____% of each Participant's Compensation.
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|X| (b) in an amount not to exceed 100% of each Participant's
first 15% of Compensation contributed as Elective
Deferrals for the Plan Year. If any Matching 401(k)
Contribution remains, it is allocated to each such
Participant in an amount not to exceed _____% of the
next ____% of each Participant's Compensation
contributed as Elective Deferrals for the Plan Year.
Any remaining Matching 401(k) Contribution shall be allocated to each such
Participant in the ratio that such Participant's Elective Deferral for the
Plan Year bears to the total Elective Deferrals of all such Participants
for the Plan Year. If inserted, Matching 401(k) Contributions shall be
subject to a maximum amount of $_____ for each Participant or _____% of
each Participant's Compensation.
|_| (2) Nondiscretionary Formula:
A nondiscretionary Matching 401(k) Contribution for each Plan Year equal
to (select one):
|_| (a) _____% of each Participant's Compensation contributed as
Elective Deferrals. If inserted, Matching 401(k)
Contributions shall be subject to a maximum amount of
$_____ for each Participant or ____% of each
Participant's Compensation.
|_| (b) _____% of the first _____% of the Participant's
Compensation contributed as Elective Deferrals and
_____% of the next _____% of the Participant's
Compensation contributed as Elective Deferrals. If
inserted, Matching 401(k) Contributions shall be subject
to a maximum amount of $ _____ for each Participant or
______% of each Participant's Compensation.
C. Participants Eligible for Matching 401(k) Contribution Allocation
The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):
|X| (1) Any Participant who makes Elective Deferrals.
|_| (2) Any Participant who satisfies those requirements elected by
the Employer for an allocation to his or her Employer
Contributions Account as provided in Article IV Section C.
|_| (3) Solely with respect to a Plan in which Matching 401(k)
Contributions are made quarterly (or on any other regular
interval that is more frequent than annually) any Participant
whose 401(k) Election is in effect throughout such entire
quarter (or other interval). _____ (quarterly, monthly or
semi-annual)
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D. Qualified Matching Contributions
If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, The Employer may make Qualified Matching
Contributions on behalf of (select one):
|_| (a) all Participants who make Elective Deferrals in that Plan
Year.
|X| (b) only those Participants who are Nonhighly Compensated
Employees and who make Elective Deferrals for that Plan
Year.
(2) Qualified Matching Contributions will be contributed and allocated
to each Participant in an amount equal to (select one):
|_| (a) ____% of the Participant's Compensation contributed as
Elective Deferrals. If inserted, Qualified Matching
Contributions shall not exceed _____% of the
Participant's Compensation.
|X| (b) Such an amount, determined by the Employer, which is
needed to meet the ACP Test.
(3) In its discretion, the Employer may elect to designate all or any
part of Matching 401(k) Contributions as Qualified Matching
Contributions that are taken into account as Elective Deferrals --
included in the ADP Test and excluded from the ACP Test -- on behalf
of (select one):
|_| (a) all Participants who make Elective Deferrals for that
Plan Year.
|X| (b) Only Participants who are Nonhighly Compensated
Employees who make Elective Deferrals for that Plan
Year.
E. Qualified Nonelective Contributions
If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Nonelective
Contributions on behalf of (select one):
|_| (a) all Eligible Participants.
|X| (b) only Eligible Participants who are Nonhighly Compensated
Employees.
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(2) Qualified Nonelective Contributions will be contributed and
allocated to each Eligible Participant in an amount equal to (select
one):
|_| (a) ______% (no more than 15%) of the Compensation of each
Eligible Participant eligible to share in the allocation.
|X| (b) Such an amount determined by the Employer, which is needed
to meet either the ADP Test or ACP Test.
(3) At the discretion of the Employer, as needed and taken into account
as Elective Deferrals included in the ADP Test on behalf of (select
one):
|_| (a) all Eligible Participants.
|X| (b) only those Eligible Participants who are Nonhighly
Compensated Employees.
F. Elective Deferrals used in ACP Test (select one):
|X| (1) At the discretion of the Employer, Elective Deferrals may be
used to satisfy the ACP Test.
|_| (2) Elective Deferrals may not be used to satisfy the ACP Test.
G. Making and Modifying a 401(k) Election
An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):
|_| (1) annually.
|_| (2) semi-annually.
|X| (3) quarterly.
|_| (4) monthly
|_| (5) other (specify): _______.
Any such increase, decrease or resumption shall be effective as of the
first payroll period coincident with or next following the first day of
each period set forth above. A Participant may completely discontinue
making Elective Deferrals at any time effective for the payroll period
after written notice is provided to the Administrator.
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ARTICLE IV. Profit-Sharing Contributions and Account Allocation
A. Profit-Sharing Contributions
If selected below, the following contributions for each Plan Year will be made:
Contributions to Employer Contributions Accounts (select one):
|X| (a) Such an amount, if any, as determined by the Employer.
|_| (b) _____% of each Participant's Compensation.
B. Allocation of Contributions to Employer Contributions Accounts (select one):
|X| (1) Non-Integrated Allocation
The Employer Contributions Account of each Participant eligible to
share in the allocation for a Plan Year shall be credited with a
portion of the contribution, plus any forfeitures if forfeitures are
reallocated to Participants, equal to the ratio that the
Participant's Compensation for the Plan Year bears to the
Compensation for that Plan Year of all Participants entitled to
share in the contribution.
|_| (2) Integrated Allocation
Contributions to Employer Contributions Accounts with respect to a
Plan Year, plus any forfeitures if forfeitures are reallocated to
Participants, shall be allocated to the Employer Contributions
Account of each eligible Participant as follows:
(a) First, in the ratio that each such eligible Participant's
Compensation for the Plan Year bears to the Compensation for
that Plan Year of all eligible Participants but not in excess
of 3% of each Participant's Compensation.
(b) Second, any remaining contributions and forfeitures will be
allocated in the ratio that each eligible Participant's
Compensation for the Plan Year in excess of the Integration
Level bears to all such Participants' excess Compensation for
the Plan Year but not in excess of 3%.
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(c) Third, any remaining contributions and forfeitures will be
allocated in the ratio that the sum of each Participant's
Compensation and Compensation in excess of the Integration
Level bears to the sum of all Participants' Compensation and
Compensation in excess of the Integration Level, but not in
excess of the Maximum Profit-Sharing Disparity Rate (defined
below).
(d) Fourth, any remaining contributions or forfeitures will be
allocated in the ratio that each Participant's Compensation
for that year bears to all Participants' Compensation for that
year.
The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:
(a) 2.7% or
(b) The applicable percentage determined in accordance with the
following table:
If the Integration Level is
(as a % of the Taxable Wage
Base ("TWB")). The applicable percentage is:
20% (or $10,000 if greater)
or less of the TWB 2.7%
More than 20% (but not less
than $10,001 but not
more than 80% of the TWB 1.3%
More than 80% but not less
than 100% of the TWB 2.4%
100% of the TWB 2.7%
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C. Participants Eligible for Employer Contribution Allocation
The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):
|X| (1) Any Participant who was employed during the Plan Year.
|_| (2) In the case of a Plan using the hourly record method for
determining Vesting Service, any Participant who was credited
with a Year of Service during the Plan Year.
|_| (3) Any Participant who was employed on the last day of the Plan
Year.
|_| (4) Any Participant who was on a leave of absence on the last day
of the Plan Year.
|_| (5) Any Participant who during the Plan Year died or became
Disabled while an Employee or terminated employment after
attaining Normal Retirement Age.
|_| (6) Any Participant who was credited with at least 501 Hours of
Service whether or not employed on the last day of the Plan
Year.
|_| (7) Any Participant who was credited with at least 1,000 Hours of
Service and was employed on the last day of the Plan Year.
ARTICLE V. Thrift Contributions
A. Employee Thrift Contributions
If selected below, Employee Thrift Contributions, which are required for
Matching Thrift Contributions, may be made by a Participant in an amount equal
to (select one):
|_| (1) A dollar amount or a percentage of the Participant's
Compensation which may not be less than ____% nor may not
exceed _____% of his or her Compensation.
|_| (2) An amount not less than _____% of and not more than _____% of
each Participant's Compensation.
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B. Making and Modifying an Employee Thrift Contribution Election
A Participant shall be entitled to increase, decrease or resume his or her
Employee Thrift Contribution percentage with the following frequency during the
Plan Year (select one):
|_| (1) annually
|_| (2) semi-annually
|_| (3) quarterly
|_| (4) monthly
|_| (5) other (specify): ______.
Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following The first day of each period
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice
is provided to the Administrator.
C. Thrift Matching Contributions
If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):
|_| (1) Discretionary Formula:
A discretionary Matching Thrift Contribution equal to such a dollar amount
or percentage as determined by the Employer, which shall be allocated
(select one):
|_| (a) based on the ratio of each Participant's Employee Thrift
Contribution for the Plan Year to the total Employee
Thrift Contributions of all Participants for the Plan
Year. If inserted, Matching Thrift Contributions shall
be subject to a maximum amount of $_____ for each
Participant or _____% of each Participant's
Compensation.
|_| (b) in an amount not to exceed _____% of each Participant's
first _____% of Compensation contributed as Employee
Thrift Contributions for the Plan Year. If any Matching
Thrift Contribution remains, it is allocated to each
such Participant in an amount not to exceed _____% of
the next _____% of each Participant's Compensation
contributed as Employee Thrift Contributions for the
Plan Year.
Any remaining Matching Thrift Contribution shall be allocated to each such
Participant in the ratio that such Participant's Employee Thrift
Contributions for the Plan Year bears to the total Employee Thrift
Contributions of all such Participants for the Plan Year. If inserted,
Matching Thrift Contributions shall be subject to a maximum amount of
$_____ for each Participant or _____% of each Participant's Compensation.
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|_| (2) Nondiscretionary Formula:
A nondiscretionary Matching Thrift Contribution for each Plan Year equal
to (select one):
|_| (a) ______% of each Participant's Compensation contributed
as Employee Thrift Contributions. If inserted, Matching
Thrift Contributions shall be subject to a maximum
amount of $_____ for each Participant or ______% of each
Participant's Compensation.
|_| (b) ______% of the first ______% of the Participant's
Compensation contributed as Employee Thrift
Contributions and _____% of the next _____% of the
Participant's Compensation contributed as Employee
Thrift Contributions. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount of $
_____ for each Participant or _____% of each
Participant's Compensation.
D. Qualified Matching Contributions
If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable);
(1) In its discretion, the Employer may make Qualified Matching
Contributions on behalf of (select one):
|_| (a) all Participants who make Employee Thrift Contributions.
|_| (b) only those Participants who are Nonhighly Compensated
Employees and who make Employee Thrift Contributions.
(2) Qualified Matching Contributions will be contributed and allocated
to each Participant in an amount equal to:
|_| (a) _____% of the Participant's Employee Thrift
Contributions. If inserted, Qualified Matching
Contributions shall not exceed _____% of the
Participant's Compensation.
|_| (b) such an amount, determined by the Employer, which is
needed to meet the ACP Test.
ARTICLE VI. Participant Contributions
Participant Voluntary Nondeductible Contributions
Participant Voluntary Nondeductible Contributions are (select one):
|_| (a) permitted.
|X| (b) not permitted.
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ARTICLE VII. Vesting
A. Employer Contribution Accounts
(1) A Participant shall have a vested percentage in his or her Profit-Sharing
Contributions, Matching 401(k) Contributions and/or Matching Thrift
Contributions, if applicable, in accordance with the following schedule
(Select one):
Matching 401(k)
and/or Matching Profit-Sharing
Thrift contributions Contributions
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|X| |X| (a) 100% vesting immediately upon
participation.
|_| |_| (b) 100% after _____ (not more than 5)
years of Vesting Service.
|_| |_| (c) Graded vesting schedule:
_____% _____% after 1 year of Vesting Service;
_____% _____% after 2 years of Vesting Service;
_____% _____% (not less than 20%) after 3 years of
Vesting Service;
_____% _____% (not less than 40%) after 4 years of
Vesting Service;
_____% _____% (not less than 60%) after 5 years of
Vesting Service;
_____% _____% (not less than 80%) after 6 years of
Vesting Service;
100% after 7 years of Vesting Service.
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(2) Top Heavy Plan
Matching 401(k)
and/or Matching Profit-Sharing
Thrift Contributions contributions
- -------------------- -------------
Vesting Schedule (Select one):
|X| |X| (a) 100% vesting immediately upon
participation.
|_| |_| (b) 100% after _____ (not more than 3)
years of Vesting Service.
|_| |_| (c) Graded vesting schedule:
_____% _____% after 1 year of Vesting Service;
_____% _____% (not less than 20%) after 2 years of
Vesting Service;
_____% _____% (not less than 40%) after 3 years of
Vesting Service;
_____% _____% (not less than 60%) after 4 years of
Vesting Service;
_____% _____% (not less than 80%) after 5 years of
Vesting Service;
100% after 6 years of Vesting Service.
Top Heavy Ratio:
(a) If the adopting Employer maintains or has ever maintained a
qualified defined benefit plan, for purposes of establishing present
value to compute the top-heavy ratio, any benefit shall be
discounted only for mortality and interest based on the following:
Interest Rate: 8%
------
Mortality Table: UP '84
------
(b) For purposes of computing the top-heavy ratio, the valuation date
shall be the last business day of each Plan Year.
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B. Allocation of Forfeitures
Forfeitures shall be (select one from each applicable column):
Matching 401(k)
and/or Matching Profit-Sharing
Thrift Contributions Contributions
- -------------------- -------------
|_| |_| (1) used to reduce Employer
contributions for succeeding Plan
Year.
|_| |_| (2) allocated in the succeeding Plan
Year in the ratio which the
Compensation of each Participant for
the Plan Year bears to the total
Compensation of all Participants
entitled to share in the
Contributions. If the Plan is
integrated with Social Security,
forfeitures shall be allocated in
accordance with the formula elected
by the Employer.
C. Vesting Service
For purposes of determining Years of Service for Vesting Service [select (1) or
(2) and/or (3)]:
|X| (1) All Years of Service shall be included.
|_| (2) Years of Service before the Participant attained age 18 shall be
excluded.
|_| (3) Service with the Employer prior to the effective date of the
Plan shall be excluded.
ARTICLE VIII. Deferral of Benefit Distributions,
In-Service Withdrawals and Loans
A. Deferral of Benefit Distributions
401(k)and/ Profit
or Thrift Sharing
|_| |_| If this item is checked, a Participant's vested benefit
in his or her Employer Accounts shall be payable as soon
as practicable after the earlier of: (1) the date the
Participant terminates Employment due to Disability or
(2) the end of the Plan Year in which a terminated
Participant attains Early Retirement Age, if applicable,
or Normal Retirement Age.
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B. In-Service Distributions
|X| (1) In-service distributions may be made from any of the
Participant's vested Accounts at any time upon or after the
occurrence of the following events (select all applicable):
|X| (a) a Participant's attainment of age 59-1/2.
|X| (b) due to hardships as defined in Section 5.9 of the Plan.
|_| (2) In-service distributions are not permitted.
C. Loans are:
401(k) and/ Profit
or Thrift Sharing
- --------- -------
|X| |X| (1) permitted.
|_| |_| (2) not permitted.
ARTICLE IX. Group Trust
|_| If this item is checked, the Employer elects to establish a Group Trust
consisting of such Plan assets as shall from time to time be transferred
to the Trustee pursuant to Article X of the Plan. The Trust Fund shall be
a Group Trust consisting of assets of this Plan plus assets of the
following plans of the Employer or of an Affiliate: ______.
ARTICLE X. Miscellaneous
A. Identification of Sponsor
The address and telephone number of the Sponsor's authorized
representative is 800 Scudders Mill Road, Plainsboro, New Jersey 08536;
(609) 282-2272. This authorized representative can answer inquiries
regarding the adoption of the Plan, the intended meaning of any Plan
provisions, and the effect of the opinion letter.
The Sponsor will inform the adopting Employer of any amendments made to
the Plan or the discontinuance or abandonment of the Plan.
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B. Plan Registration
1. Initial Registration
This Plan must be registered with the Sponsor, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, in order to be considered a
Prototype Plan by the Sponsor. Registration is required so that the
Sponsor is able to provide the Administrator with documents, forms
and announcements relating to the administration of the Plan and
with Plan amendments and other documents, all of which relate to
administering the Plan in accordance with applicable law and
maintaining compliance of the Plan with the law.
The Employer must complete and sign the Adoption Agreement. Upon
receipt of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith
Incorporated. The Adoption Agreement will be countersigned by an
authorized representative and a copy of the countersigned Adoption
Agreement will be returned to the Employer.
2. Registration Renewal
Annual registration renewal is required in order for the Employer to
continue to receive any and all necessary updating documents. There
is an annual registration renewal fee in the amount set forth with
the initial registration material. The adopting Employer authorizes
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the
account established for the Plan for payment of agreed upon annual
fee; provided, however, if the assets of an account are invested
solely in Participant-Directed Assets, a notice for this annual fee
will be sent to the Employer annually. The Sponsor reserves the
right to change this fee from time to time and will provide written
notice in advance of any change.
C. Prototype Replacement Plan
This Adoption Agreement is a replacement prototype plan for the (1)
Merrill Lynch Special Prototype Defined Contribution Plan and Trust -
401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., Special
Prototype Defined Contribution Plan and Trust - 401(k) Plan Adoption
Agreement #03-004.
D. Reliance
The adopting 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 Code Section 401. In order to obtain reliance, the
Employer must apply to the appropriate Key District Director of the
Internal Revenue Service for a determination letter with respect to the
Plan.
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EMPLOYER'S SIGNATURE
Name of Employer: Corporate Property Investors (x)
-------------------------------------
By: /s/ Joseph H. Greenbaum (x)
--------------------------------------
Authorized Signature
Joseph H. Greenbaum (x)
--------------------------------------
Print Name
Asst. Treasurer (x)
--------------------------------------
Title
Dated: Dec 9, 1997 (x)
TO BE COMPLETED BY MERRILL LYNCH:
Sponsor Acceptance:
Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner
& Smith Incorporated as the Prototype Sponsor.
Authorized
Signature: /s/ Joseph T. Donahue
-------------------------------
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TRUSTEE(S) SIGNATURE
This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a Merrill Lynch Trust Company as Trustee.
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
AS TRUSTEE:
(x)
- ------------------------------------ ----------------------------------
(Signature) (print or type name)
(x)
- ------------------------------------ ----------------------------------
(Signature) (print or type name)
(x)
- ------------------------------------ ----------------------------------
(Signature) (print or type name)
(x)
- ------------------------------------ ----------------------------------
(Signature) (print or type name)
Dated: __________, 19__(x)
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THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE
This Trustee Acceptance and designation of Investment Committee are to be
completed only when a Merrill Lynch Trust Company is appointed as Trustee.
To be completed by the Employer:
Designation Of Investment Committee
The Investment Committee for the Plan is (print or type names):
Name: Joseph H. Greenbaum
--------------------------------------------------------------------------
Name: Robert D. Lowen Fish
--------------------------------------------------------------------------
Name: William T. Lyons
--------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------
To be completed by Merrill Lynch Trust Company:
Acceptance By Trustee:
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
SEAL MERRILL LYNCH TRUST COMPANY [of New York]
By: /s/ Merrill Lynch Trust Company
----------------------------------------
Dated: 1/1, 1998
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THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES
This Trustee Acceptance is to be completed only if, in addition to a
Merrill Lynch Trust Companies as Trustee, the Employer appoints an
additional Trustee of a second trust fund.
The undersigned hereby accept all of the terms, conditions, and
obligations of appointment as Trustee under the Plan. If the Employer has
elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.
as TRUSTEE
- ------------------------------------ --------------------------------------
(Signature) (print or type name)
Dated: _______, 19__
SEAL MERRILL LYNCH TRUST COMPANY [____________________]
By: ______________________________________________
Dated: _______, 19__
DESIGNATION OF INVESTMENT COMMITTEE
The Investment Committee for the Plan is (print or type names):
Name:
--------------------------------------------------------------------
Name:
--------------------------------------------------------------------
Name:
--------------------------------------------------------------------
Name:
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