1
EXHIBIT 10-Z (iii)
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST
Section 401(K) PROFIT SHARING PLAN
(NONSTANDARDIZED)
ADOPTION AGREEMENT(1)
The Employer(2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT # 05.
A. EMPLOYER INFORMATION:
1. [ ] NAME: Bindley Western Industries, Inc.
2. ADDRESS: 10333 N. Meridian Street, Suite 300
3. ADDRESS: Indianapolis, IN 46290
4. ATTENTION: Michael D. McCormick TELEPHONE: 317-298-9890
5. EMPLOYER TAXPAYER IDENTIFICATION NUMBER(3): 84-0601662
B. BASIC PLAN PROVISIONS:
1. PLAN NAME (SELECT ONE):
a. [ ] This plan is established effective _____,
19__, (the "Effective Date") as a profit
sharing plan and trust (optionally with a
"cash or deferred arrangement" as defined in
Code Section 401(k)) to be known as _____
Plan and Trust (the "Plan") in the form of
the PRISM(R) PROTOTYPE RETIREMENT PLAN &
TRUST.
__________________________________
(1) Footnotes in this Adoption Agreement are not to be construed as part of the
Plan provisions but are explanatory only. To the extent a footnote is
inconsistent with the provisions of the Basic Plan Document or applicable
law, the provisions of the Plan shall be construed in conformity with the
Basic Plan Document or law.
(2) Terms that are capitalized are defined in the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT.
(3) The Plan will have an individual TIN, distinct from the Employer TIN.
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b. [X] This plan is an amendment and restatement in
the form of the PRISM(R) PROTOTYPE RETIREMENT
PLAN & TRUST, effective January 1, 1996, (the
"Effective Date") of the Profit Sharing Plan
of Bindley Western Industries, Inc. &
Subsidiaries Plan and Trust (the "Plan"),
originally effective as of January 1, 1979
(the "Original Effective Date").
2. EMPLOYER'S THREE DIGIT PLAN NUMBER: 001
3. COMMITTEE MEMBERS (4):
Michael D. McCormick, Kathy Messick, and Mike Shinn
4. DEFINITIONS:
a. COMPENSATION for allocation purposes:
i Will be determined over the following
applicable period (select only one):
(a) [X] the Plan Year
(b) [ ] the period of Plan participation
during the Plan Year
(c) [ ] a consecutive 12 month period
commencing on _____ and ending
with, or within, the Plan Year.
ii [ ] If selected, Compensation will include
Employer contributions made pursuant to
a Salary Reduction Agreement, or other
arrangement, which are not includible in
the gross income of the Employee under
Sections 125, 402(e)(3), 402(h)(1)(B) or
403(b) of the Internal Revenue Code.
iii Shall NOT include (select as many as desired):
(a) [ ] Bonuses
(b) [ ] Commissions
(c) [ ] Taxable fringe benefits identified
below:
-----
(d) [X] Other items of remuneration
identified below:
1) Income derived from exercise of
stock options. 2) Any benefit not
included in the employee's taxable
income for the year.
iv Shall be limited to $ _____, which shall be the
maximum amount of compensation considered for
plan allocation purposes (but not for
__________________________________
(4) Committee members direct the day to day operation of the Plan.
Committee members serve at the pleasure of the Employer. See Section 11.4
for changes in Committee membership. If no Committee members are specified,
the Employer shall assume responsibility for the operations of the Plan.
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testing purposes), and may not be an amount in
excess of the Internal Revenue Code Section
401(a)(17) limit in effect for the Plan Year(5).
If no amount is specified, Compensation shall be
limited to the Internal Revenue Code Section
401(a)(17) amount, as adjusted by the Secretary
of the Treasury from time to time.
b. EARLY RETIREMENT DATE:
i [X] is not applicable to this Plan
ii [ ] is the latter of the date on which
the Participant attains age _____
(not less than 55) and the date on
which the Participant completes _
Years of Service.
C. HOUR OF SERVICE shall be determined on the basis of
the method selected below. Only one method may be
selected. The method shall be applied to all
Employees covered under the Plan as follows (select
only one):
i [X] On the basis of actual hours for
which an Employee is paid, or
entitled to be paid.
ii [ ] On the basis of days worked. An
Employee shall be credited with ten
(10) Hours of Service if under
Section 1.1(U) of the Plan 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 Section 1.1(U) of the Plan
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 Section 1.1(U)
of the Plan such Employee would be
credited with at least one (1) Hour
of Service during the semi-monthly
payroll period.
v [ ] On the basis of months worked. An
Employee shall be credited with one
hundred ninety (190) Hours of
Service if under Section 1.1(U) of
the Plan such Employee would be
credited with at least one (1) Hour
of Service during the month.
d. LIMITATION YEAR shall mean the 12 month period
commencing on January 1 and ending on December 31.
__________________________________
(5) If no amount is specified, the maximum amount of Compensation
allowed under Code Section # 401(a)(17) (the "$150,000 limit" ( "$200,000
limit" prior to the Plan Year beginning before January 1, 1994)), as
adjusted from time to time, shall be used.
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e. NORMAL RETIREMENT DATE for each Participant shall
mean (select one):
i [X] the date the Participant attains
age: 65 (not to exceed 65)
ii [ ] the latter of the date the
Participant attains age _____ (not
to exceed 65) or the ___ (not to
exceed 5th) anniversary of the
participation commencement date. if
for the Plan Years beginning before
January 1, 1988, Normal Retirement
Date was determined with reference
to the anniversary of the
participation commencement date
(more than 5 but not to exceed 10
years), the anniversary date for
Participants who first commenced
participation under the Plan before
the first Plan Year beginning on or
after January 1, 1988 shall be the
earlier of (A) the tenth anniversary
of the date the Participant
commenced participation in the Plan
(or such anniversary as had been
elected by the employer, if less
than 10) or (B) the fifth
anniversary of the first day of the
first Plan Year beginning on or
after January 1, 1988.
Notwithstanding any other provisions
of the Plan, the participant
commencement date is the first day
of the first Plan Year in which the
Participant commenced participation
in the Plan.
f. PERMITTED DISPARITY LEVEL, for purposes of allocating
Employer Contributions, shall mean (select only one):
i [X] Not applicable - the Plan does not
use permitted disparity.
ii [ ] The Taxable Wage Base, which is the
contribution and benefit base under
section 230 of the Social Security
Act at the beginning of the year.
iii [ ] _____ % (not greater than 100%) of
the Taxable Wage Base as defined in
B(4)(f)(ii) above.
iV [ ] $ _____, provided that the amount
does not exceed the Taxable Wage
Base as defined in B(4)(f)(ii)
above.
g. PLAN YEAR shall mean (select and complete only one of
the following):
i [X] the 12-consecutive month period
which coincides with the Limitation
Year. The first Plan Year shall be
the period commencing on the
Effective Date and ending on the
last day of the Limitation Year.
ii [ ] the 12-consecutive month period
commencing on_____, 19__, and each
annual anniversary thereof.
iii [ ] the calendar year (January 1 through
December 31).
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h. QUALIFIED DISTRIBUTION DATE, for purposes of
making distributions under the provisions of a
Qualified Domestic Relations Order (as defined in
Internal Revenue Code Section 414(p)), [X] SHALL
[ ] SHALL NOT be the date the order is
determined to be qualified. If SHALL is selected,
the Alternate Payee will be entitled to an immediate
distribution of benefits as directed by the Qualified
Domestic Relations Order. If SHALL NOT is selected,
the Alternate Payee may only take a distribution on
the earliest date that the Participant is entitled to
a distribution.
i. SPOUSE:
[ ] If selected, Spouse shall mean only that
person who has actually been the
Participant's spouse for at least one
year.
j. YEAR OF SERVICE shall mean:
i For ELIGIBILITY purposes (select one of the
following):
(a) [X] the 12 consecutive months during
which an Employee is credited
with 1000 (not more than 1000)
Hours of Service.
(b) [ ] a Period of Service (using the
elapsed time method of counting
Service, as described in Section
1.1(N)(3) of the Plan).
ii For ALLOCATION accrual purposes (select one of
the following):
(a) [X] the 12 consecutive months during
which an Employee is credited
with 1000 (not more than 1000)
Hours of Service.
(b) [ ] a Period of Service (using the
elapsed time method of counting
Service, as described in Section
1.1(N)(3) of the Plan).
iii For VESTING service purposes (select one of the
following):
(a) [X] the 12 consecutive months during
which an Employee is credited
with 1000 (not more than 1000)
Hours of Service.
(b) [ ] a Period of Service (using the
elapsed time method of counting
Service, as described in Section
1.1(N)(3) of the Plan).
iv For purpose of computing Years of Service in
plans where Year of Service is defined in terms
of Hours of Service), the consecutive 12 month
period shall be:
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(a) For ELIGIBILITY purposes, the first Year of
Service shall be computed using the 12 month
period commencing on the Employee's date of
hire and ending on the first annual
anniversary of the Employee's date of hire
(the "Initial Computation Period"). In the
event an employee does not complete an
eligibility Year of Service during this
initial computation period, the computation
period shall be (select only one):
(1) [ ] the period commencing on
each annual anniversary of
the Employee's date of hire
and ending on the next annual
anniversary of the Employee's
date of hire.
(2) [X] the Plan Year, commencing
with the Plan Year in which
the Initial Computation
Period ends.
(b) For VESTING purposes, Years of Service shall
be computed on the basis of:
(1) [ ] the period commencing on
each annual anniversary of
the Employee's date of hire
and ending on the next annual
anniversary of the Employee's
date of hire.
(2) [X] the Plan Year, commencing
with the first Plan Year an
Employee completes an Hour of
Service.
(c) For ALLOCATION accrual purposes, Year of
Service shall be computed on the basis of the
Plan Year.
v [X] For ELIGIBILITY purposes, Years
of Service with the following
Predecessor Employers shall count in
fulfilling the eligibility
requirements for this Plan:
Kendall Drug Company; 3-C
Medical, Inc.; IV-I, Inc; IV-One
Services, Inc.; National Pharmacy
Providers, Inc.; National Infusion
Services, Inc.
vi [ ] For VESTING purposes, Years of
Service with the following
Predecessor Employers shall count
for purposes of determining the
nonforfeitable amount of a
Participant's account: _____
5. COVERAGE:
This Plan is extended by the Employer to the following
Employees who have met the eligibility requirements (select as
many as appropriate):
i [ ] All Employees
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ii [ ] Salaried Employees
iii [ ] Sales Employees
iv [ ] Hourly Employees
v [ ] Leased Employees
vi [X] All Employees except (select as applicable):
(a) [X] those who are members of 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 and if two percent
or less of the Employees who
are covered pursuant to that
agreement are professionals
as defined in Section
1.410(b)-9 of the
Regulations. For this
purpose, the term "Employee
representative" does not
include any organization more
than half of whose members
are Employees who are owners,
officers, or executives of
the Employer.
(b) [ ] those who are nonresident
aliens (within the meaning of
Internal Revenue Code Section
7701(b)(1)(B)) and who
receive no earned income
(within the meaning of
Internal Revenue Code Section
911(d)(2)) from the Employer
which constitutes income from
sources within the United
States (within the meaning of
Internal Revenue Code Section
861(a)(3)).
vii [ ] Union Employees (who are members of
the following unions or union
affiliates:
-----
viii [ ] Other Employees, described as
follows:
-----
6. ELIGIBILITY:
An Employee covered by the Plan may become a Participant upon
completion of the following eligibility requirements:
a. SERVICE(6):
i [ ] There shall be no minimum service
requirement for an Employee to
become a Participant.
__________________________________
(6) If a fractional year is elected, the elapsed time method of computing
service shall be used for the fractional year. Eligibility provisions for
optional cash or deferred arrangements are contained in Item C of this
Adoption Agreement.
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ii [X] The Employee must complete 1 Year
of Service (not more than 2 years)
to be a Participant for purposes of
receiving allocations of Employer
Profit Sharing Contributions.
b. AGE:
i [ ] There shall be no minimum age
requirement for an Employee to become a
Participant.
ii [X] The Employee must attain age 21 (not more than
21) to be a Participant in the Plan.
c. WAIVER OF AGE AND SERVICE REQUIREMENTS:
i [ ] Notwithstanding the provisions of Items B(6)(a)
and (b), Employees who have not satisfied the age
and service requirements, but would otherwise be
eligible to participate in the plan, shall be
eligible to participate on the Effective Date.
ii [ ] For new Plans, notwithstanding the provisions of
Items B(6)(a) and (b), Employees who have not
satisfied the age and service requirements, but
would otherwise be eligible to participate in the
plan, shall be eligible to participate on the
Effective Date.
d. ENTRY DATES:
Upon completion of the eligibility requirements, an
Employee shall commence participation in the Plan
(select only one):
i [ ] As soon as practicable under the payroll
practices utilized by the Employer, and
consistently applied to all Employees, or if
earlier, the first day of the Plan Year (7).
ii [ ] As of the first day of the month following the
completion of the eligibility requirements.
iii [X] As of the earliest of the first day of the Plan
Year, fourth, seventh or tenth month of the Plan
Year next following completion of the eligibility
requirements.
iv [ ] As of the earliest of the first day of the Plan
Year or seventh month of the Plan Year next
following completion of the eligibility
requirements.
v [ ] As of the first day of the Plan Year next
following completion of the eligibility
requirements (may only be
__________________________________
(7) Notwithstanding the foregoing, an Employee who has met the eligibility
requirements may not enter the Plan later than six months following the
date on which the Employee first completes the eligibility requirements.
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selected if the eligibility year of service
requirement is 6 months or less).
7. VESTING:
a. The percentage of a Participant's Employer
Contribution Account (attributable to Employer Profit
Sharing Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be (8):
COMPLETED YEARS OF SERVICE
1 2 3 4 5 6 7
-------------------------------------------------------
i [ ] 100%
------ ------
ii [ ] 100%
------ ------ ------
iii [ ] 20% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------
iv [X] 0% 0% 20% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------ ------
v [ ] 10% 20% 30% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------ ------
vi [ ] 100%
------ ------ ------ ------ ------
vii [ ] 100%
------ ------ ------ ------ ------ ------ ------
vii [ ] Full and immediate vesting upon entry into the Plan (9)
Notwithstanding anything to the contrary in the Plan, the amount
inserted in the blanks above shall not exceed the limits specified
in Code Section 411(a)(2).
b. For purposes of computing a Participant's vested
account balance, Years of Service for vesting
purposes [X] SHALL [ ] SHALL NOT include Years of
Service before the Employer maintained this Plan or
any predecessor plan, and [X] SHALL [ ] SHALL NOT
include Years of Service before the Employee attained
age 18.
c. Notwithstanding the provisions of this Item B(7)(c)
of the Adoption Agreement, a Participant shall become
fully vested in his Participant's Employer
Contribution if: (10)
i [ ] the Participant's job is eliminated
without the Participant being
offered a comparable position
elsewhere with the Employer.
ii [ ] for such reason as is described
below:
------
__________________________________
(8) Notwithstanding the selection made in this Item B(7)(a), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or becomes Disabled while in the employ of the Employer.
(9) If more than one Year of Service is an eligibility requirement, Item viii
must be selected.
(10)The provisions of this section will be administered by the Employer on a
consistent and nondiscriminatory basis.
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8. EMPLOYER PROFIT SHARING CONTRIBUTIONS:
a. CONTRIBUTIONS:
i [X] In its discretion, the Employer may contribute
Employer Profit Sharing Contributions to the
Plan.
ii [ ] The Employer shall contribute Employer Profit
Sharing Contributions to the Plan in the amount
of _____ % of the Compensation of all Eligible
Participants under the Plan.
iii[ ] If selected, the Employer may make Employer
Profit Sharing Contributions without regard to
current or accumulated Net Profits of the
Employer for the taxable year ending with, or
within the Plan Year.
iv [ ] If selected, the Employer may designate all or
any part of the Employer Profit Sharing
Contributions as Qualified Nonelective
Contributions, provided, however, that
contributions so designated will be subject to
the same vesting, distribution, and withdrawal
restrictions as Before Tax Contributions (11).
b. ALLOCATIONS:
Employer Profit Sharing Contributions shall be
allocated to the accounts of eligible Participants
according to the following selected allocation
formula:
i [X] The Employer Profit Sharing
Contributions shall be allocated to each
eligible Participant's account in the ratio
which the Participant's Compensation bears to
the Compensation of all eligible Participants.
Employer Profit Sharing Plan Contributions,
shall be allocated to the accounts of
Participants who have completed a Year of
Service (12) (select one):
(a) [ ] as of the last day of
the month preceding the month
in which the contribution was
made.
(b) [ ] as of the last day of
the Plan quarter preceding
the quarter in which the
contribution was made.
__________________________________
(11)Amounts designated as Qualified Nonelective Contributions will be allocated
pursuant to Section 3.1(A)(14) of the Basic Plan Document.
(12)In the event contributions are allocated on a basis other than a full plan
year, the Year of Service shall be based on the elapsed time method of
calculation, and a Participant shall be deemed to have completed an
appropriate Period of Service for allocation purposes if the Participant
has completed a pro-rata Period of Service corresponding to the interval on
which contributions are allocated.
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(c) [X] as of the last day of the
Plan Year.
ii The Employer Profit Sharing
Contributions shall be allocated in
accordance with the following
formula:
(a) If the Plan is Top-Heavy, the
contribution shall be first
credited to each eligible
Participant's Account in the
ratio which the Participant's
Compensation bears to the total
Compensation of all eligible
Participants, up to 3% of each
Participant's Compensation.
(b) If the Plan is Top-Heavy, any
Employer Profit Sharing
Contribution remaining after the
allocation in (a) above shall be
credited to each eligible
Participant's account in the
ratio which the Participant's
Excess Compensation (13) bears to
the total Excess Compensation of
all eligible Participants, up to
3% of each eligible
Participant's Excess
Compensation.
(c) Any contributions remaining after
the allocation in (b) above
shall be credited to each
eligible Participant's account
in the ratio which the sum of
the Participant's total
Compensation and Excess
Compensation bears to the sum of
the total Compensation and
Excess Compensation of all
eligible Participants, up to an
amount equal to the maximum
Excess Percentage times the sum
of the Participant's
Compensation and Excess
Compensation. If the Plan is
Top-Heavy, the maximum Excess
Percentage is N/A% (insert
percentage). If the Plan is not
Top-Heavy, the maximum Excess
Percentage is N/A% (insert
percentage, which shall not
exceed the prior Excess
Percentage limitation specified
by more than 3).
NOTE: If the Permitted Disparity Level
defined at Item B(4)(f) is the
Taxable Wage Base (which is the
contribution and benefit base
under section 230 of the Social
Security Act at the beginning of
the year), then the maximum
Excess Percentage should be 2.7%
if the Plan is Top-Heavy and
5.7% if the Plan is not
Top-Heavy.
If the Permitted Disparity Level
defined at Item B(4)(f) is
greater than 80% but less than
100% of the Taxable Wage Base,
then the maximum Excess
__________________________________
(13)Excess Compensation means a Participant's Compensation in excess of the
Permitted Disparity Level specified in the Definitions section of this
Adoption Agreement.
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Percentage should be 2.4% if the
Plan is Top-Heavy and 5.4% if
the Plan is not Top-Heavy.
If the Permitted Disparity Level
defined at Item B(4)(f) is
greater than the greater of
$10,000 or 20% of the Taxable
Wage Base, but not more than
80%, then the maximum Excess
Percentage should be 1.3% if
the Plan is Top-Heavy and 4.3%
if the Plan is not Top-Heavy.
(d) Any remaining Employer Profit
Sharing Contribution shall be
allocated among eligible
Participants' accounts in the
ratio which the Participant's
Compensation bears to the total
Compensation of all
Participants.
iii [X] If selected, and the Employer has
elected to allocate Employer Profit
Sharing Plan Contributions as of the
last day of the Plan Year, a
Participant must be employed by the
Employer on the last day of the Plan
Year in order to receive an
allocation (14).
iv [ ] A Participant who terminates before
the end of the period for which
contributions are allocated shall
share in the allocation of Employer
Profit Sharing Contributions if
termination of employment was the
result of (select all that apply):
(a) [ ] retirement
(b) [ ] disability
(c) [ ] death
(d) [ ] other, as specified below:
------
9. ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):
a. [X] Subject to policies, applied in a consistent
and nondiscriminatory manner, adopted by the
Committee, each Employee, who would otherwise
be eligible to participate in the Plan except
that such Employee has not yet met the
eligibility requirements, and each
Participant may make a Rollover Contribution
as described in Internal Revenue Code
Sections 402(a)(5), 403(a)(4) or 408(d)(3).
b. [ ] Subject to policies, applied in a consistent
and nondiscriminatory manner, adopted by the
Committee, each Participant may make a
__________________________________
14 This option shall only be effective if Item 8(b)(i)(c) has been
selected. Even if this Item is selected, the provisions of Section 4.8 of
the Basic Plan Document may supersede this requirement if necessary to
satisfy Code Sections 401(a)(26) and 410(b).
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Rollover Contribution as described in
Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
c. [ ] No Employee shall make Rollover Contributions
to the Plan.
10. DISTRIBUTIONS:
a. DISTRIBUTIONS UPON SEPARATION FROM SERVICE:
The Normal Form of Benefit under the Plan shall be a
single lump sum distribution, made [X] (if selected)
as soon as administratively practical after receipt
of a distribution request from a Participant entitled
to a distribution or [ ] (if selected) upon the
Participant's attainment of the Plan's Early
Retirement Date or the Plan's Normal Retirement Date,
whichever is earlier.
In addition to the Normal Form of Benefit, the
Participant shall be entitled to select from among
the following optional forms of benefit specified by
the employer (select as many as apply):
i [ ] Installment payments
ii [ ] Such other forms as may be specified
below:
b. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE
APPROPRIATE)
i [X] There shall be no in-service
distribution of Participant account
balances derived from Employer
Profit Sharing Contributions.
ii [ ] Participants may request an
in-service distribution of their
account balance attributable to
Employer Profit Sharing
Contributions, for the following
reasons:
(a) [ ] For purposes of
satisfying a financial
hardship, as determined in
accordance with the uniform
nondiscriminatory policy of
the Committee;
(b) [ ] Attainment of age 59 1/2 by
the Participant; or
(c) [ ] Attainment of the
Plan's Normal Retirement Date
by the Participant.
11. FORFEITURES:
a. Forfeitures of amounts attributable to Employer
Profit Sharing Contributions shall be reallocated as
of:
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i [X] the last day of the Plan Year in
which the Forfeiture occurred.
ii [ ] the last day of the Plan Year
following the Plan Year in which the
Forfeiture occurred.
iii [ ] the last day of the Plan Year in
which the Participant suffering the
Forfeiture has incurred five
consecutive One Year Breaks in
Service.
b. Forfeitures of Employer Profit Sharing Contributions
shall be reallocated as follows:
i [ ] Not applicable as Employer Profit
Sharing Contributions are always
100% vested and nonforfeitable.
ii [ ] Used first to pay the expenses of
administering the Plan, and then
allocated pursuant to one of the
following two options (15):
iii [ ] Forfeitures shall be allocated to
Participant's accounts in the same
manner as Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the year in which
the Forfeiture arose.
iv [X] Forfeitures shall be applied to
reduce the Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the Plan Year
following the Plan Year in which the
Forfeiture arose.
12. LIMITATIONS ON ALLOCATIONS:
If the Employer maintains or ever maintained another qualified
retirement plan in which any Participant in this Plan is (or
was) a participant, or could possibly become a participant,
the Employer must complete the following:
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 this Plan shall
apply as if the other plan were a
Master or Prototype plan; or,
ii [ ] The following provisions will be
effective to limit the total Annual
Additions to the Maximum Permissible
Amount, and will properly reduce any
Excess Amounts, in a manner that
precludes Employer discretion:
__________________________________
15 If this option is selected, iii or iv must be selected to reallocate
Forfeitures of Employer Profit Sharing Contributions remaining after
expenses of administering the Plan have been paid.
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-----
b. If the Participant is or ever has been a participant
in a qualified defined benefit plan maintained by the
Employer, the following provisions will be effective
to satisfy the 1.0 limitation of Internal Revenue
Code Section 415(e), in a manner that precludes
Employer discretion:
-----
13. INTERNAL REVENUE CODE Section 411(D)(6) PROTECTED BENEFITS:
[X] If selected, the Plan has Internal Revenue Code
Section 411(d)(6) Protected Benefits from a prior
plan that this Plan amends, that must be protected.
14. TOP-HEAVY PLAN PROVISIONS:
For each Plan Year in which the Plan is a Top-Heavy Plan the
following provisions will apply:
a. The percentage of a Participant's Employer
Contribution Account to be vested in him upon
termination of employment prior to retirement shall
be:
i [X] a percentage determined in
accordance with the following schedule:
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100;
ii [ ] 100% vesting after _____ (not to
exceed 3) Years of Service;
provided, however, that Years of
Service may not exceed two (2) if
the service requirement for
eligibility exceeds 1 year; or
iii [ ] computed in accordance with the
vesting schedule selected by the
Employer in Items B(7)(a) or
C(4)(d), as long as the benefits
under the vesting schedule in Items
B(7)(a) or C(4)(d) vest at least as
rapidly as the two options specified
in this Item B(14)(a), above.
If the vesting schedule under the Plan shifts in or
out of the schedules above for any Plan Year because
of the Plan's Top-Heavy status, such shift is an
amendment to the vesting schedule and the election in
Section 2.2 of the Basic Plan Document applies.
PAGE 15
16
b. For purposes of minimum Top-Heavy allocations,
contributions and forfeitures equal to 3% (not
less than 3%) of each Non-key Employee's Compensation
will be allocated to each Participant's Contribution
Account when the Plan is a Top-Heavy Plan, except as
otherwise provided in the Basic Plan Document. This
Item 14 will not apply to any Participant to the
extent the Participant is covered under any other
plan or plans of the Employer and the Employer
completes the following: (Insert the name of the
plan or plans which will meet the minimum
allocation or benefit requirement applicable to
Top-Heavy plans.)
------
c. The Valuation Date as of which account balances or
accrued benefits are valued for purposes of computing
the Top-Heavy Ratio shall be the last day of each
Plan Year.
d. If the Employer maintains or has ever maintained one
or more defined benefit plans which have covered or
could cover a Participant in this Plan, complete the
following:
Present Value: 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 _____ % Mortality table ______
15. INVESTMENTS:
a. Investments made pursuant to the investment direction
provisions of the Basic Plan Document shall be made
into any appropriate Investment Fund as selected by
the Employer. In addition, investment of Plan assets
is expressly authorized, as required by Revenue
Ruling 81-100, in each of the following common or
collective funds sponsored by the Trustee, or an
affiliate of the Trustee (16):
SOCIETY NATIONAL BANK EB MANAGED GUARANTEED
INCOME CONTRACT FUND, THE SOCIETY NATIONAL BANK
MULTIPLE INVESTMENT TRUST FOR EMPLOYEE BENEFIT
TRUSTS, AND OTHER COLLECTIVE TRUSTS EXEMPT FROM
TAX UNDER IRC Section 501 AND AS DESCRIBED IN
REV. RUL. 81-100.
b. [X] If selected, an Employer Stock Fund shall be
available as an Investment Fund pursuant to
the terms of the Basic Plan Document.
[ ] If selected, and an Employer Stock Fund
is available as an Investment Fund,
Participants will have the right,
notwithstanding any other provisions
of the Plan, to direct
__________________________________
(16)This Item is for use in identifying collective trust funds, which, pursuant
to Revenue Ruling 81-100 must be specifically referenced in the Plan.
Actual Investment Funds are referenced on the Investment Fund Designation
form attached to this Adoption Agreement.
PAGE 16
17
that a portion of the Plan
assets held for their benefit and
invested in the Employer Stock Fund
be diversified pursuant to the
provisions of Section 10.7(F) of the
Basic Plan Document.
c. Participants may make changes of existing account
balances and future contributions from among the
Investment Funds offered:
i [X] Once during each business day that the
Trustee and the New York Stock Exchange are
open.
ii [ ] Once during each calendar month.
iii [ ] Once during each quarter of the Plan Year.
iv [ ] Once during each rolling ___ day period.
d. [ ] If selected, the Participant
shall be restricted in making changes of
existing account balances from any Investment
Fund, as specified in the terms or conditions
of such Investment Fund, and the Employer
shall attach an addendum specifying such
restriction.
e. The Participant will designate into which Investment
Funds all contributions to their accounts are made,
EXCEPT the following:
i [ ] Employer Profit Sharing Contributions
ii [ ] Employer Mandatory Matching Contributions
iii [ ] Employer Discretionary Matching
Contributions
iv [ ] Qualified Matching Contributions
v [ ] Qualified Nonelective Contributions
f. [ ] If selected, and to the
extent a selection is made above, the
Employer shall attach an Investment Direction
Addendum specifying how the contributions so
specified shall be invested among the
Investment Fund.
g. [ ] If selected, the Participant
shall be restricted in the use of the
Employer Stock Fund as an Investment Fund for
designating the investment of contributions
in the Participant's account, as follows:
i [ ] The Participant may not
direct the investment of Plan
assets held in their account
into the Employer Stock Fund.
ii [ ] The Participant may direct
____ % of the following
contributions into the
Employer Stock Fund:
PAGE 17
18
(a) [ ] Employer Profit Sharing Contributions
(b) [ ] Employer Mandatory Matching Contributions
(c) [ ] Employer Discretionary Matching Contributions
(d) [ ] Qualified Matching Contributions
(e) [ ] Qualified Nonelective Contributions
iii [ ] ___ % of the following contributions will be
invested into the Employer Stock Fund, with the
balance invested among:
(a) [ ] the other Investment Funds,
including the Employer Stock
Fund
(b) [ ] the other Investment Funds, NOT
including the Employer Stock
Fund
16. LOANS (SELECT ONE):
a. [X] Loans may be made from the Plan in accordance with the
Basic Plan Document and such policies and procedures as
the Committee may adopt and apply on a consistent and
nondiscriminatory basis (17).
b. [ ] No loans shall be made from the Plan.
17. TRUSTEE:
The Trustee of this Plan shall be Key Trust Company of
Indiana, N.A. (a bank or trust company affiliated with KeyCorp
within the meaning of Internal Revenue Code Section 1504).
18. EFFECTIVE DATE ADDENDUM:
[ ] If selected, the following provisions shall have the
specified effective dates (which are different from
the date specified in Item B(1)):
______
__________________________________
(17) If this option is selected, the Employer must establish appropriate
procedures for implementation of the Plan's loan program.
PAGE 18
19
c. Section 401(K) PLAN PROVISIONS:
1. SERVICE:
An Eligible Employee shall be required to fulfill the
following eligibility service requirements in order to
participate in the Plan through a salary reduction agreement
and for purposes of receiving an allocation of Employer
Matching Contributions:
a. [ ] The Employee must complete ____ Month of
Service (not more than 1 year) to be a
Participant for purposes of receiving
allocations of Employer Matching
Contributions.
b. [X] The Employee must complete 1 Year of
Service (not more than 1 year) to be a
Participant for purposes of entering
into a Salary Reduction Agreement and having
Employee Before Tax Contributions or Employee
After Tax Contributions contributed to the
Plan on the Employee's behalf.
2. EMPLOYEE SALARY DEFERRALS:
a. [X] Participants shall be entitled to enter into
a Salary Reduction Agreement providing for
Before Tax Contributions to be made to the
Plan.
i The minimum Before Tax Contribution shall
be 1% of the Participant's Compensation.
ii The maximum Before Tax Contribution shall
be 13% of the Participant's Compensation.
b. [ ] Participants shall be entitled to enter into
a Salary Reduction Agreement providing for
After Tax Contributions to be made to the
Plan.
i The minimum After Tax Contribution shall
be % of the Participant's Compensation.
ii The maximum After Tax Contribution shall
be % of the Participant's Compensation.
iii [ ] If selected, notwithstanding the
above, a Participant shall not be
able to enter into a Salary Reduction
Agreement providing for After Tax
Contributions to be made to the Plan
unless the Participant has entered
into a Salary Reduction Agreement
that provides for Before Tax
Contributions to be made to the Plan
in an amount
PAGE 19
20
of at least ____ % of the
Participant's Compensation.
c. [ ] If selected, a Participant shall be entitled
to enter into a Salary Reduction Agreement
providing that any extraordinary item of
compensation, not yet payable (including
bonuses), be withheld from the Participant's
Compensation and contributed to the Plan as
either a Before Tax Contribution, or After
Tax Contribution (provided such contributions
are authorized above, and to the extent that
such contribution, when aggregated with
either the Participants other Before Tax
Contributions or After Tax Contributions do
not exceed the limitations specified above,
on an annual basis).
3. CONTRIBUTION CHANGES:
a. Participants may increase or decrease the amount of
contributions made to the Plan pursuant to a Salary
Reduction Agreement once each:
i [ ] Plan Year
ii [ ] Semi-annual period, based on the Plan Year
iii [X] Quarter, based on the Plan Year
iv [ ] Month
v [ ] Other, as specified below (provided that it
is at least once per year):
____
b. Claims for returns of Excess Before Tax Contributions
for the Participant's preceding taxable year must be
made in writing, and submitted to the Committee by
March 1 (specify a date between March 1 and
April 15). (18)
4. EMPLOYER MATCHING CONTRIBUTIONS (19):
a. MANDATORY MATCHING CONTRIBUTIONS:
The Employer shall make contributions to the Plan, in
an amount as specified below:
i [ ] An amount, equal to _____ % of each
Participant's Before Tax Contributions,
however, no match shall be made on
__________________________________
18 The date specified is for the refund of amount deferred in excess of
the Code Section 402(g) limit (the $7,000 limit) for the Participant's
taxable year.
19 The Employer shall have the right to designate all, or any portion of
Employer Matching Contributions as Qualified Matching Contributions, which
shall then be subject to the same vesting, distribution, and withdrawal
restrictions as Before Tax Contributions.
PAGE 20
21
Participant's Before Tax Contributions in excess
of ____ % (or $____) of the Participant's
Compensation.
ii [ ] An amount, equal to ____ % of each Participant's
After Tax Contributions, but not to exceed ___ %
of the Participant's Compensation, or $ ____.
iii [ ] An amount, equal to ____ % of each Participant's
contributions made pursuant to a Salary Reduction
Agreement (including both Before Tax
Contributions and After Tax Contributions), but
only if the Participant has entered into a Salary
Reduction Agreement providing for Before Tax
Contributions of at least ____ % of the
Participant's Compensation, but not to exceed
_____ % of the Participant's Compensation,
or $ ____.
iv [ ] An amount equal to the sum of the following:
(a) ____ % of the first ___ % of the Participant's
Compensation deferred pursuant to a Salary
Reduction Agreement; plus,
(b) ____ % of the next ____ % of the Participant's
Compensation deferred pursuant to a Salary
Reduction Agreement; plus,
(c) ____ % of the next ____ % of the Participant's
Compensation deferred pursuant to a Salary
Reduction Agreement, but not to exceed
____ % of the Participant's Compensation,
or $ ____.
v [ ] An amount equal to $ ____, for each
Participant who enters into a Salary Reduction
Agreement providing for [ ] Before Tax
Contributions, [ ] After Tax Contributions, or
[ ] either Before Tax Contributions or After Tax
Contributions (or a combination of both) equal to
or exceeding ____ % of the Participant's
Compensation. Such contributions shall be made
and allocated:
(a) [ ] only during the first Plan Year the
Plan is in effect, or if a restatement,
for the first Plan Year beginning with,
or containing the restatement Effective
Date.
(b) [ ] each Plan Year that a Participant has
in force a Salary Reduction Agreement
meeting the criteria specified above.
(c) [ ] during the first Plan Year that the
Participant participates through a
Salary Reduction Agreement meeting the
criteria specified above.
PAGE 21
22
b. DISCRETIONARY MATCHING CONTRIBUTIONS:
[ ] The Employer shall make contributions to the
Plan, in an amount determined by resolution of
the Board of Directors on an annual basis. The
Board resolution shall provide for the percentage
and/or amount of Before Tax Contributions and/or
After Tax Contributions to be matched and the
maximum percentage and/or amount of Before Tax
Contributions and/or After Tax Contributions
eligible for matching.
c. ALLOCATION OF MATCHING CONTRIBUTIONS:
Employer Matching Contributions shall be allocated
pursuant to the terms of the Basic Plan Document,
notwithstanding the foregoing:
i [ ] A Participant who terminates before the
end of the period for which contributions
are allocated shall share in the allocation
of Employer Matching Contributions if
termination of employment was the result of
(select all that apply):
(a) [ ] retirement
(b) [ ] disability
(c) [ ] death
(d) [ ] other, as specified below:
____
ii [ ] Employer Matching Contributions shall
be allocated to the accounts of Participants
(select one):
(a) [ ] as of each pay period for which
a contribution was made pursuant to
a Salary Reduction Agreement.
(b) [ ] semi-monthly.
(c) [ ] as of the last day of the month
preceding the month in which the
contribution was made.
(d) [ ] as of the last day of the Plan
quarter preceding the quarter in
which the contribution was made.
(e) [ ] as of the last day of the Plan year.
PAGE 22
23
iii [ ] If selected, the Employer may make
Employer Matching Contributions without
regard to current or accumulated Net Profits
of the Employer for the taxable year ending
with, or within the Plan Year (20).
d. The percentage of a Participant's Employer Matching
Contribution Account (21) (attributable to Employer
Matching Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be (22):
COMPLETED YEARS OF SERVICE
1 2 3 4 5 6 7
-------------------------------------------------------
i [ ] 100%
------ ------
ii [ ] 100%
------ ------ ------
iii [ ] 20% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------
iv [ ] 20% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------ ------
v [ ] 10% 20% 30% 40% 60% 80% 100%
------ ------ ------ ------ ------ ------ ------
vi [ ] 100%
------ ------ ------ ------ ------
vii [ ] 100%
------ ------ ------ ------ ------ ------ ------
vii [ ] Full and immediate vesting upon entry into the Plan
Notwithstanding anything to the contrary in the Plan, the amount
inserted in the blanks above shall not exceed the limits specified in Code
Section 411(a)(2).
e. Notwithstanding the provisions of this Item C(4)(e)
of the Adoption Agreement, a Participant shall become
fully vested in his Participant's Employer Matching
Contribution Account if (23):
i [ ] the Participant's job is eliminated
without the Participant being offered a
comparable position elsewhere with the
Employer.
ii [ ] for such reason as is described below:
____
__________________________________
20 Net Profits will never be required for the contribution of Before Tax
Contributions, After Tax Contributions, Qualified Nonelective Contributions
or Qualified Matching Contributions.
21 Notwithstanding anything in the Adoption Agreement to the contrary, amounts
in a Participant's account attributable to Before Tax Contributions,
Qualified Nonelective Contributions, and Qualified Matching Contributions
shall be 100% vested and nonforfeitable at all time.
22 Notwithstanding the selection made in this Item B(7)(b), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or becomes Disabled while in the employ of the Employer.
23 The provisions of this section will be administered by the Employer on a
consistent and nondiscriminatory basis.
PAGE 23
24
f. CORRECTIVE CONTRIBUTIONS:
i [ ] If selected, the Employer shall be
authorized to make Qualified Matching
Contributions, subject to the terms of the
Basic Plan Document, in an amount determined
by resolution of the Board of Directors on
an annual basis.
ii [X] If selected, the Employer shall be
authorized to make Qualified Nonelective
Contributions, subject to the terms of the
Basic Plan Document, in an amount determined
by resolution of the Board of Directors on
an annual basis.
5. GAP EARNINGS:
[ ] If selected, Gap Earnings, as defined in
Section 3.2(G)(1) of the Basic Plan Document, will be
calculated for Excess Elective Deferrals, Excess
Contributions and Excess Aggregate Contributions, and
refunded to the Participant as provided for in
Article III of the Basic Plan Document.
6. FORFEITURES:
a. Forfeitures of amounts attributable to Employer
Matching Contributions shall be reallocated as of:
i [ ] the last day of the Plan Year in which
the Forfeiture occurred.
ii [ ] the last day of the Plan Year following
the Plan Year in which the Forfeiture
occurred.
iii [ ] the last day of the Plan Year in which
the Participant suffering the Forfeiture has
incurred the fifth consecutive One Year
Break in Service.
b. Forfeitures of Employer Matching Contributions shall be
reallocated as follows:
i [ ] Not applicable as Employer Matching
Contributions are always 100% vested and
nonforfeitable.
ii [ ] Used first to pay the expenses of
administering the Plan, and then allocated
pursuant to one of the following two
options:
iii [ ] Forfeitures shall be allocated to
Participant's accounts in the same manner as
Employer Profit Sharing Contributions,
Employer Matching Contributions, Qualified
Nonelective Contributions or Qualified
Matching Contributions, in the discretion of
the Employer, for the year in which the
Forfeiture arose.
PAGE 24
25
iv [ ] Forfeitures shall be applied to reduce
the Employer Profit Sharing Contributions,
Employer Matching Contributions, Qualified
Nonelective Contributions or Qualified
Matching Contributions, in the discretion of
the Employer, for the Plan Year following
the Plan Year in which the Forfeiture arose.
c. Forfeitures of Excess Aggregate Contributions shall be:
i [ ] Applied to reduce Employer contributions for
the Plan Year in which the excess arose, but
allocated as below, to the extent the excess
exceeds Employer contributions for the Plan
Year, or the Employer has already
contributed for such Plan Year.
ii [ ] Allocated after all other forfeitures
under the Plan:
(a) [ ] to the Matching
Contribution account of each
Non-highly Compensated
Participant who made Before
Tax Contributions or After
Tax Contributions in the
ratio which each such
Participant's Compensation
for the Plan Year bears to
the total Compensation of all
such Participants for the
Plan Year; or,
(b) [ ] to the Matching
Contribution account of each
Non-highly Compensated
Eligible Participant in the
ratio which each Eligible
Participant's Compensation
for the Plan Year bears to
the total Compensation of all
Eligible Participants for the
Plan Year.
7. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):
a. [ ] There shall be no in-service
distribution of Participant account balances
derived from Before Tax Contributions
(including Qualified Nonelective
Contributions and Qualified Matching
Contributions treated as Before Tax
Contributions under the terms of the Basic
Plan Document), or Employer Matching
Contributions.
b. [ ] Participants may request an in-service
distribution of their account balance
attributable to Employer Matching
Contributions, for the following reasons:
PAGE 25
26
i [ ] For purposes of satisfying a
financial hardship, as determined
in accordance with the uniform
nondiscriminatory policy of the
Committee;
ii [ ] Attainment of age 59 1/2 by the
Participant; or
iii [ ] Attainment of the Plan's Normal
Retirement Date by the
Participant.
c. [ ] Participants may request an in-service
distribution of their account balance
attributable to Employee Before Tax
Contributions, for the following reasons:
i [ ] For purposes of satisfying a
financial hardship, as determined
by the facts and circumstances of
an Employee's situation, in
accordance with the provisions of
Section 3.9 of the Basic Plan
Document;
ii [ ] For purposes of satisfying a
financial hardship, using the
"safe harbor" provisions of
Section 3.9 of the Basic Plan
Document.
iii [ ] Attainment of age 59 1/2 by the
Participant; or
iv [ ] Attainment of the Plan's Normal
Retirement Date by the
Participant.
PAGE 26
27
NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.
This Adoption Agreement may only be used in conjunction with Basic Plan
Document # 05.
This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed
by a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates,
and approved by KeyCorp's counsel.
KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.
Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.
This Plan is sponsored by:
KeyCorp, on behalf of its operating subsidiaries, banking and
trust company affiliates
127 Public Square
Cleveland, Ohio 44114
(800) 982-3811
PAGE 27
28
IN WITNESS WHEREOF, the Employer and the Trustee, by their respective duly
authorized officers, have caused this Adoption Agreement to be executed on this
30th day of Nov., 1995.
- ---- ----- --
EMPLOYER:
----
By: /s/ Michael D. McCormick
--------------------------------------------
Title: Exec. V.P. & General Counsel
-------------------------------------------------
TRUSTEE:
----
By: /s/ April M. Czenkusch
--------------------------------------------
Title: Vice President
-------------------------------------------------
and
By: /s/ Thomas M. Getty
--------------------------------------------
Title: Trust Officer
-------------------------------------------------
APPROVED ON BEHALF OF TRUSTEE:
Initials: Date:
-------- ----------
PAGE 28
29
INVESTMENT FUND DESIGNATION
Michael D. McCormick (the "Named Fiduciary"), as an
independent fiduciary with respect to the Profit Sharing Plan
of Bindley Wester Industries, Inc. & Subsidiaries (the "Plan"), an employee
pension benefit plan covered by the applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and its employees
who participate therein (the "Participants"), hereby designates the following
investment funds from among the investment fund options available for adopting
employers of the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST (as defined in
Section 10.7 of the Plan), available for selection by Participants for the
investment of Plan assets held for their benefit:
(a) Victory U.S. Government Obligations Fund
(b) Victory Investment Quality Bond Fund
(c) Victory Balanced Fund
(d) American Washington Mutual Investors Fund
(e) Victory Special Value Fund
(f) American EuroPacific Growth Fund
(g) -----
(h) -----
[X] In addition, if selected, an Employer Stock Fund will also
be available.
In making the selection of Investment Funds, the Named Fiduciary hereby
confirms and acknowledges that:
- The Named Fiduciary has had made available to it copies of the
prospectuses (to the extent required under applicable federal
securities law and regulation) for each investment fund available
for selection by adopting employers of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST, and has received copies of each such
prospectus for the Investment Funds selected;
- The Named Fiduciary acknowledges that the Trustee of the Plan
may receive certain fees for services provide to, or on behalf of
an Investment Fund, or the sponsors or distributors thereof,
pursuant to plans of distribution adopted by the fund under the
provisions of Rule 12b-1 of the Investment Company Act of 1940,
and further acknowledges that (i) such fee, if paid, is
appropriate for services rendered to the fund, and when
aggregated with other fees for service payable to the Trustee
constitutes reasonable compensation for the Trustee's services to
the Plan; and (ii) the Plan will be able to redeem its interest
in any such Investment Fund on reasonably short notice without
penalty;
- The Named Fiduciary further acknowledges that it has selected
the Investment Funds on its determination, after due inquiry,
that the Investment Funds are appropriate vehicles for the
investment of Plan assets pursuant to the terms of the Plan,
considering all relevant facts and circumstances, including but
not limited to (i) the investment policy and philosophy of the
Named Fiduciary developed pursuant to ERISA Section 404; (ii)
the ability of Participants, using an appropriate mix of
Investment Funds, to diversify the
PAGE 29
30
investment of Plan assets held for their benefit; and, (iii)
the ability of Participants to, utilizing an appropriate mix of
Investment Funds, to structure an investment portfolio within
their account in the Plan with risk and return characteristics
within the normal range of risk and return characteristics for
individuals with similar investment backgrounds, experience and
expectations; and,
- The Named Fiduciary acknowledges that it has not relied on any
representations or recommendations from the Trustee or any of its
employees in selecting the Investment Funds.
The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in
the Plan for the investment of Plan assets held for their benefit:
IN WITNESS WHEREOF, the Employer, by its duly authorized representative,
has executed this document in connection with adoption of the Plan utilizing
the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST documents, as provided by the
Trustee.
NAMED FIDUCIARY:
-----
By: /s/ Michael D. McCormick
---------------------------------
Title: Exec. V.P. & General Counsel
------------------------------
Seen and accepted by the Trustee, who shall provide the Investment Funds
selected by the Employer pursuant to the terms of this document, and pursuant
to the Plan.
TRUSTEE:
-----
By: /s/ April M. Czenkusch
---------------------------
Title: Vice President
------------------------
PAGE 30