Exhibit 4.4(b)
PRINCIPAL FINANCIAL GROUP
PROTOTYPE
FOR
SAVINGS PLANS
THIS IS A 401(k) PROFIT SHARING PLAN.
________________________________________________________________________________
________________________________________________________________________________
ADOPTION AGREEMENT
NONSTANDARD
IRS SERIAL NO. K305394a
ADOPTION AGREEMENT PLAN NO. 001
TO BE USED WITH BASIC PLAN NO. 02
APPROVED: AUGUST 7, 2001
103
[PRINCIPAL FINANCIAL GROUP LOGO]
PRINCIPAL LIFE
INSURANCE COMPANY
DES MOINES, IA 50392-0001
INTERNAL REVENUE SERVICE Department of the Treasury
------------------------ --------------------------
Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50307440002-001 Case: 200000174 EIN: 42-0127290 Washington, DC 20224
Letter Serial No: K305394a
Contact Person: Ms. Arrington 50-00197
PRINCIPAL LIFE INSURANCE CO
Telephone Number: (202) 283-8811
710 9TH STREET In Reference to: T:EP:RA:T2
DES MOINES, IA 50309 Date: 08-07-2001
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees. This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to Employee Plans Determination in
Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20,
2000-6 I.R.B. 553.
This letter considers the changes in qualifications requirements made by the
Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service ReStructuring and Reform Act
of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub.
L. 106-554. These laws are referred to collectively as GUST.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). However, an employer that adopts this plan may rely on this letter with
respect to the qualification of its plan under Code section 401(a), as provided
for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of the
plan must be followed in operation.
Except as provided below, our opinion does not apply with respect to the
requirements of: (a) Code sections 401(a)(4), 401(a)(26), 401(1), 410(b) and
414(s). Our opinion does not apply for purposes of Code section 401(a)(10)(B)
and section 401(a)(16) if an employer ever maintained another qualified plan for
one or more employees who are covered by this plan. For this purpose, the
employer will not be considered to have maintained another plan merely because
the employer has maintained another defined contribution plan(s), provided such
other plan(s) has been terminated prior to the effective date of this plan and
no annual additions have been credited to the account of any participant under
such other plan(s) as of any date within the limitation year of this plan.
Likewise, if this plan is first effective on or after the effective date of the
repeal of Code section 415(e), the employer will not be considered to have
maintained another plan merely because the employer has maintained a defined
benefit plan(s), provided the defined benefits plan(s) has been terminated prior
to the effective date of this plan. Our opinion also does not apply for purposes
of Code section 401(a)(16) if, after December 31, 1985, the employer maintains a
welfare benefit fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts for key employees
as defined in Code section 419A(d)(3).
PRINCIPAL LIFE INSURANCE CO
FFN: 50307440002-001
Page 2
Our opinion applies with respect to the requirements of Code section 410(b) if
100 percent of all nonexcludable employees benefit under the plan. Employers
that elect a safe harbor allocation formula and a safe harbor compensation
definition can also rely on an opinion letter with respect to the
nondiscriminatory amounts requirement under section 401(a)(4) and the
requirements of sections 401(k) and 401(m) (except where the plan is a safe
harbor plan under section 401(k)(12) that provides for the safe harbor
contribution to be made under another plan).
An employee that elects to continue to apply the pre-GUST family aggregation
rules in years beginning after December 31, 1996, or the combined plan limit of
section 415(e) in years beginning after December 31, 1999, will not be able to
rely on the opinion letter without a determination letter. The employer may
request a determination letter by filing an application with Employee Plans
Determination on Form 5307, Application for Determination for Adopters of Master
of Prototype or Volume Submitter Plans.
If you, the master or prototype sponsor, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsor. Individual participants and/or adopting employers
with questions concerning the plan should contact the master or prototype
sponsor. The plan's adoption agreement must include the sponsor's address and
telephone number for inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
Paul T. Shultz
Director
Employee Plans Rulings & Agreements
TABLE OF CONTENTS
A. ADOPTION AGREEMENT 1
B. EMPLOYER 1
C. PLAN NAME 1
D. EFFECTIVE DATE 1
E. YEARLY DATE 2
F. FISCAL YEAR 2
G. NAMED FIDUCIARY 2
H. PLAN ADMINISTRATOR 2
I. PREDECESSOR EMPLOYER AND PRIOR EMPLOYER 3
J. ELIGIBLE EMPLOYEE 4
K. HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS 6
L. ENTRY REQUIREMENTS 7
M. ENTRY DATE 9
N. PAY 10
O. ELECTIVE DEFERRAL CONTRIBUTIONS 12
P. MATCHING CONTRIBUTIONS 17
Q. OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES 19
R. NET PROFITS AND CONTRIBUTION REQUIREMENTS 26
S. CONTRIBUTION MODIFICATIONS 27
T. VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS 28
U. INVESTMENTS 30
V. VESTING PERCENTAGE 33
W. VESTING SERVICE 35
X. EQUIVALENCIES 36
Y. WITHDRAWAL BENEFITS 37
Z. RETIREMENT AND THE START OF BENEFITS 38
AA. FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS 41
AB. ADOPTING EMPLOYERS 42
PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS
ADOPTION AGREEMENT - NONSTANDARDIZED FORM
(Use black ink to complete the Adoption Agreement.)
A. This ADOPTION AGREEMENT together with the PRINCIPAL FINANCIAL GROUP
PROTOTYPE BASIC SAVINGS PLAN constitutes (Select (1), (2), or (3).)
1) [ ] a new plan.
2) [X] a restatement of an existing plan (and trust). Such existing
plan was qualifiable under 401(a) of the Internal Revenue Code. The
provisions of this restatement are effective on January 1, 1997.
This is the RESTATEMENT DATE. (Select if not currently on this Plan
No. 001, Basic Plan No. 02 with the approval date shown on the cover
page.)
3) [ ] Amendment No. to the Plan. It replaces all prior amendments
to the Plan and the first Adoption Agreement. The provisions of this
amendment are effective on . (Select if currently on this
Plan No. 001, Basic Plan No. 02 with the approval date shown on the
cover page.)
B. The terms we, us, and our, as they are used in this Plan, refer to the
EMPLOYER.
We, Equity One, Inc.______________________________________________________
__________________________________________________________________________
are the Employer. (Fill in exact legal name.)
C. The PLAN NAME is Equity One, Inc. Savings & Retirement Plan. _____________
__________________________________________________________________________
(For example: ABC, Inc. 401(k) Savings Plan.)
D. The Plan's original effective date is October 10, 1991. This is the
EFFECTIVE DATE.
1
Annuity Contract No. GA __________
E. The YEARLY DATE is the first day of each Plan Year. (Fill in the Effective
Date. If this is not a new plan and the Yearly Date has changed more than
once, fill in any Yearly Date that is not later than the Restatement Date
or amendment effective date.)
The Yearly Date is October 10, 1991 and (Select one.)
1) [ ] the same day of each following year.
2) [X] each following January 1. (The first Plan Year is short.)
3) [ ] (a) each following __________________through
(b) ___________________________________ and
(c) each following ____________________. (A later Plan Year is
short. Complete (a) using the same month and day as in Yearly Date
above, (b) using the same month and day as in (a) and the calendar
year in which the short Plan Year begins, and (c) using the first
day of the new Plan Year.)
If the first date in Item E is after the Effective Date, Yearly Dates
before the first date in Item E above shall be determined under the
provisions of the (Prior) Plan before that date.
F. The FISCAL YEAR is our taxable year and ends on December 31. (Month and
day.)
G. We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.
1) [ ] ________________________________________________________________
is the Named Fiduciary. (Principal Life Insurance Company cannot be
named.)
H. We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.
1) [ ] ________________________________________________________________
is the Plan Administrator. (Principal Life Insurance Company cannot
be named.)
If (1) is selected, complete the address, phone number, and tax
filing number of the Plan Administrator.
Address ____________________________________________________________
____________________________________________________________
____________________________________________________________
Phone No. _____________________ Tax Filing No. _____________________
2
Annuity Contract No. GA __________
I. PREDECESSOR EMPLOYER AND PRIOR EMPLOYER.
1) A PREDECESSOR EMPLOYER is a firm of which we were once a part (e.g.,
due to a spinoff or a change of corporate status) or a firm absorbed
by us because of a merger or acquisition (stock or asset, including
a division or an operation of such company). No selections are
needed for a Predecessor Employer which maintained this Plan since
the Employer is defined as including such Predecessor Employer, and
service with the Employer would therefore include service with such
Predecessor Employer.
a) [X] (Select if you wish to count service or pay with a
Predecessor Employer which did not maintain this Plan.) A
Predecessor Employer which did not maintain this Plan is
deemed to be the Employer for purposes of determining: (Select
at least one.)
i) [ ] Entry Service
NOTE: The Entry Date for an employee of such Predecessor
Employer shall be the earliest Entry Date on or after he has
both met the entry requirements and is an Eligible Employee.
ii) [X] Vesting Service
iii) [ ] Hours of Service required to be eligible for an
Employer Contribution
iv) [ ] Pay
b) [X] (Select if service must be continuous.) Service with or
pay from such Predecessor Employer shall be counted only if
service continued without interruption.
c) [X] (Select if Self-employed Individual's service and pay is
to be counted.) Service with or pay from such Predecessor
Employer shall include service or pay while a sole proprietor
or partner.
d) [X] (Select if not counted for all such Predecessor
Employers.) Service with or pay from such Predecessor Employer
shall be counted only as to a Predecessor Employer which
(Select (i), (ii), or both.)
i) [ ] maintained a qualified pension or profit sharing
plan (or)
ii) [X] is named below: (Exact legal name(s).)
Moneyline Mortgage, Inc.________________________________
________________________________________________________
________________________________________________________
3
Annuity Contract No. GA __________
2) A PRIOR EMPLOYER is an Employee's last employer immediately prior to
us which is not a Predecessor Employer or a Controlled Group member,
but for which service credit is granted under the Plan. Service with
such Prior Employer shall be counted only if service continued
without interruption.
a) [ ] (Select if you wish to count service with a Prior
Employer.) The following are Prior Employers for which service
credit is granted under the Plan: (Exact legal name(s).)
______________________________________________________________
______________________________________________________________
______________________________________________________________
b) Service with such Prior Employer shall be counted for purposes
of determining: (If (a) above is selected, select (i), (ii),
or both.)
i) [ ] Entry Service
NOTE: The Entry Date for an employee of such Prior Employer
shall be the earliest Entry Date on or after he has both met
the entry requirements and is an Eligible Employee.
ii) [ ] Vesting Service
J. An ELIGIBLE EMPLOYEE is (Select (1) or (2).)
1) [X] an Employee of ours or of an Adopting Employer (See Item AB.).
2) [ ] an Employee of ours or of an Adopting Employer (See Item AB.),
provided the Employee meets the requirement(s) selected below.
(Select requirement(s) in (a)-(e) that apply. Selections may affect
testing done to determine if the minimum coverage requirement of
Code Section 410(b) is met, unless otherwise indicated.)
a) [ ] Employed in the following employment classification:
(Select at least one.)
i) [ ] Paid on a salaried basis
ii) [ ] Paid on a commission basis
iii) [ ] Paid on an hourly basis
4
Annuity Contract No. GA __________
iv) [ ] Represented for collective bargaining purposes by
(Select A or B.)
A. [ ] any bargaining unit
B. [ ] specific bargaining unit named below:
__________________________________________________
__________________________________________________
v) [ ] Not represented for collective bargaining purposes
by (Select A or B.)
A. [ ] any collective bargaining agreement between us
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 representatives" does not include any
organization more than half of whose members are
Employees who are owners, officers, or executives
of ours. (This exclusion does not affect coverage
testing.)
B. [ ] a specific bargaining unit named below:
__________________________________________________
__________________________________________________
(This exclusion does not affect coverage testing
if requirements in (a)(v)A above are met.)
vi) [ ] Not a nonresident alien, within the meaning of Code
Section 7701(b)(1)(B), who receives no earned income,
within the meaning of Code Section 911(d)(2), from us
which constitutes income from sources within the United
States, within the meaning of Code Section 861(a)(3), or
who receives such earned income but it is all exempt
from income tax in the United States under the terms of
an income tax convention. (This exclusion does not
affect coverage testing.)
vii) [ ] Not a Leased Employee.
viii) [ ] Not an Employee who became an Employee as the result
of a Code Section 410(b)(6)(C) transaction. These
Employees will be excluded during the period beginning
on the date of the transaction and ending on the last
day of the first Plan Year beginning after the date of
the transaction. A Code Section 410(b)(6)(C) transaction
is an asset or stock acquisition, merger, or similar
transaction involving a change in the employer of the
employees of a trade or business. (This exclusion does
not affect coverage testing.)
5
Annuity Contract No. GA __________
ix) [ ] Not an Employee considered by us to be an
independent contractor, or the employee of an
independent contractor, who is later determined by the
Internal Revenue Service to be an Employee.
b) If more than one employment classification is selected in (a)
above, the Employee must meet (Select (i) or (ii).)
i) [ ] all of the employment classifications selected.
ii) [ ] any one of the employment classifications selected.
c) [ ] Not covered under any other qualified (Select (i), (ii),
or both.)
i) [ ]profit sharing plan (or)
ii) [ ] pension plan
to which we contribute.
d) [ ] Employed at the following location(s) or division(s) or in
the following position(s) or classification(s): (List those to
be included.)
______________________________________________________________
______________________________________________________________
e) [ ] Not employed at the following location(s) or division(s)
or in the following position(s) or classification(s): (List
those to be excluded. Cannot impose a service-based exclusion
such as part-time employees.)
______________________________________________________________
______________________________________________________________
K. HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS.
1) HIGHLY COMPENSATED EMPLOYEE. The definition of Highly Compensated
Employee in Plan Section 1.02 is modified below. (Select any that
apply.)
a) [ ] TOP-PAID GROUP ELECTION. (Select if you wish to limit the
number of Highly Compensated Employees based on compensation
to the top-paid group.) In determining who is a Highly
Compensated Employee, we make a top-paid group election. The
effect of this election is that an Employee (who is not a
5-percent owner at any time during the determination year or
the look-back year) with compensation in excess of $80,000 (as
adjusted) for the look-back year is a Highly Compensated
Employee only if the Employee was in the top-paid group for
the look-back year.
6
Annuity Contract No. GA __________
b) [ ] CALENDAR YEAR DATA ELECTION. (Select if you wish to change
the look-back year for compensation determination. This election
has no effect if the Plan Year begins on January 1.) In
determining who is a Highly Compensated Employee (other than as a
5-percent owner), we make a calendar year data election. The
effect of this election is that the look-back year is the
calendar year beginning with or within the look-back year.
NOTE: These elections must apply consistently to the determination
years of all plans of yours except as provided in the definition of
Highly Compensated Employee in Plan Section 1.02.
2) TESTING METHODS. This Plan shall use the prior year testing method for
purposes of the ADP and ACP Tests, unless otherwise specified in (a)
below.
a) [ ] (Must be selected if 401(k) Safe Harbor Plan.) This Plan
shall use the current year testing method for purposes of the ADP
and ACP Tests.
NOTE: The Plan cannot change from the current year testing method
to the prior year testing method for a Plan Year unless (i) the
Plan has been using the current year testing method for the
preceding five Plan Years or, if less, the number of Plan Years
the Plan has been in existence or (ii) the Plan otherwise meets
one of the conditions specified in Internal Revenue Service
Notice 98-1 (or superseding guidance) for changing from the
current year testing method.
b) If this is not a successor plan and the Plan is using the prior
year testing method, for the first Plan Year this Plan permits
any Member to make Elective Deferral Contributions, the prior
year's Nonhighly Compensated Employees' ADP, as defined in Plan
Section 3.07, shall be three percent, unless otherwise specified
in (i) below.
i) [ ] (Cannot be used with (a) above.) The Plan Year's ADP, as
defined in Plan Section 3.07, shall be used for the
Nonhighly Compensated Employees' ADP.
c) If this is not a successor plan and the Plan is using the prior
year testing method, for the first Plan Year this Plan permits
any Member to make Voluntary Contributions, provides for Matching
Contributions, or both, the prior year's Nonhighly Compensated
Employees' ACP, as defined in Plan Section 3.07, shall be three
percent, unless otherwise specified in (i) below.
i) [ ] (Cannot be used with (a) above.) The Plan Year's ACP, as
defined in Plan Section 3.07, shall be used for the
Nonhighly Compensated Employees' ACP.
L. ENTRY REQUIREMENTS.
1) SERVICE REQUIRED to become an Active Member: (Select (a) or (b).)
a) [X] Service is not required.
7
Annuity Contract No. GA __________
b) [ ] Service requirement is (Select (i), (ii), or (iii). Up to one
year may be used, 6 months if Entry Date is Yearly Date.)
i) [ ] one year.
ii) [ ] _____ months. (Up to 12. Only available if (2)(a) below
is selected.)
iii) [ ] _____ days. (Up to 120. Only available if (2)(a) below
is selected.)
2) ENTRY SERVICE, subject to the provisions of Plan Section 1.02, shall
be determined as follows: (Select (a) or (b) if service is required
for entry.)
a) [ ] ELAPSED TIME METHOD. Entry Service is the total of an
Employee's Periods of Service without regard to Hours of Service.
b) [ ] HOURS METHOD. A year of Entry Service is an Entry Service
Period in which an Employee has at least 1,000 Hours of Service,
unless otherwise specified in (i) below.
i) [ ] _____ (Up to 999.) Hours of Service.
ii) CREDITING DATE. A year of Entry Service shall be credited at
the end of the Entry Service Period, unless otherwise
specified in A below.
A. [ ] A year of Entry Service shall be credited when the
Employee has reached the specified number of Hours of
Service during the Entry Service Period.
iii) ENTRY SERVICE PERIOD is the consecutive 12-month period
beginning on an Employee's Hire Date and the consecutive
12-month period ending on the last day of each following
Plan Year, unless otherwise specified in A below. Following
Plan Years shall include all Plan Years that begin after his
Hire Date. (See Plan Section 1.02 for the crediting of Entry
Service during the first two periods.)
A. [ ] An Entry Service Period is the consecutive 12-month
period beginning on an Employee's Hire Date and each
following consecutive 12-month period beginning on an
anniversary of that Hire Date.
iv) An ENTRY BREAK, when the hours method is used, is an Entry
Service Period in which an Employee is credited with not
more than one-half of the Hours of Service required for a
year of Entry Service, unless otherwise specified in A
below.
A. [ ] _____ or fewer Hours of Service. (Fill in up to 500
hours but less than hours required for a year of Entry
Service.)
8
Annuity Contract No. GA __________
3) AGE REQUIRED to become an Active Member: (Select (a) or (b).)
a) [ ] A minimum age is not required.
b) [X] An Employee must be 21 or older. (Not over age 21, 20 1/2 if
Entry Date is Yearly Date.)
4) [ ] DUAL ELIGIBILITY. (Only available if (1)(b) or (3)(b) above is
selected. Cannot be used with Item O(8) or (9).) The service and age
requirements selected in (1)(b) and (3)(b) above shall not apply for
purposes of Elective Deferral Contributions. For purposes of Elective
Deferral Contributions, an Employee shall first become an Active
Member (begin active participation in the Plan) on the earliest Entry
Date selected in Item M on which he is an Eligible Employee, unless
otherwise specified in (a) below.
a) [ ] IMMEDIATE ENTRY FOR ELECTIVE DEFERRALS. (Cannot be used with
Items M(5) or O(7).) For purposes of Elective Deferral
Contributions, an Employee shall first become an Active Member
(begin active participation in the Plan) on the earliest date on
which he is an Eligible Employee. This date is the Member's Entry
Date.
NOTE: The earliest Entry Date shall be used to determine if a Member
is an Active Member for purposes of any minimum contribution under
Plan Section 11.04.
5) [ ] WAIVING ENTRY REQUIREMENTS. The requirements selected below shall
be waived on ________________________________________. This date shall
be an Entry Date if the Eligible Employee has met all the other entry
requirements. (Select (a), (b), or both.)
a) [ ] Service requirement
b) [ ] Age requirement
NOTE: This waiver applies only (i) to the primary Employer in Item B
and (ii) on the date you fill in. Must be the Effective Date or later.
See Item AB for the waiver of entry requirements for an Adopting
Employer.
M. ENTRY DATE. An Eligible Employee shall enter the Plan as an Active Member
on the earliest (Select one.)
1) [ ] Monthly Date
2) [X] Semi-yearly Date
3) [ ] Quarterly Date
9
Annuity Contract No. GA __________
4) [ ] Yearly Date (If selected, age and service required in Item L
cannot be over 20 1/2 or more than 6 months, respectively.)
5) [ ] date
on or after the date on which he meets all the entry requirements. This
date is his ENTRY DATE.
N. PAY.
NOTE: Pay is used for ADP and ACP Tests and for contribution determinations
other than for top-heavy minimum contributions and 401(k) SIMPLE Plan
contributions. Compensation, as defined in Plan Section 3.09, is used for
401(k) SIMPLE Plan contributions.
1) Pay is the same as Compensation defined in Item S, subject to any
modifications set forth in this Item N.
For years beginning before January 1, 1998, Compensation, as defined
in Item S, does not include elective contributions, but Pay shall. For
this purpose, elective contributions are amounts excludible from the
gross income of the Employee under Code Sections 402(e)(3),
402(h)(1)(B), 125, or 403(b), and contributed by us, at the Employee's
election, to a Code Section 401(k) arrangement, a simplified employee
pension, cafeteria plan, or tax-sheltered annuity. Elective
contributions also include amounts deferred under a Code Section 457
plan maintained by us and employee contributions "picked up" by a
governmental entity and, pursuant to Code Section 414(h)(2), treated
as our contributions.
2) SAFE HARBOR FRINGE BENEFIT EXCLUSION. For the purpose of calculating
Elective Deferral Contributions and Matching Contributions only, Pay
shall not include reimbursements or other expense allowances, fringe
benefits (cash or non-cash), moving expenses, deferred compensation
(other than elective contributions), and welfare benefits, unless
otherwise specified in (a) below.
a) [X] (Exclude fringe benefits for all purposes.) Pay for all
purposes under the Plan shall not include reimbursements or other
expense allowances, fringe benefits (cash or non-cash), moving
expenses, deferred compensation (other than elective
contributions), and welfare benefits.
3) ANNUAL PAY for a Plan Year is an Employee's Pay for the Pay Year
ending with or within the consecutive 12-month period ending on the
last day of the Plan Year. (Annual Pay is used for calculating annual
contributions and annual allocations of Qualified Nonelective
Contributions, Additional Contributions, and Discretionary
Contributions. Annual Pay is not used for the Qualified Nonelective
Contributions used to satisfy the ADP Test Safe Harbor described in
Item O(8).)
10
Annuity Contract No. GA __________
The PAY YEAR is the consecutive 12-month period ending on the last day
of each Plan Year, unless otherwise specified in (a) below.
a) [ ] The Pay Year is the consecutive 12-month period ending on
each ________________________. (Month and day.) For an Employee
whose date of hire is less than 12 months before the end of the
consecutive 12-month period designated, Pay shall be determined
over the consecutive 12-month period ending on the last day of
the Plan Year.
ANNUAL PAY MODIFICATIONS: (Select any that apply.)
b) [ ] Annual Pay shall not include Pay over $ ______.
c) [ ] (Cannot use with (a) above.) Annual Pay shall only include
Pay received while an Active Member.
NOTE: Including only Pay received while an Active Member may
result in additional Contributions needed to satisfy the
top-heavy requirements, described in Plan Section 11.04, during
any Plan Year in which this Plan is a Top-heavy Plan.
4) Pay for purposes of determining the allocation or amount of: (Select
at least one.)
a) [ ] (Cannot use if 401(k) Safe Harbor Plan.) Elective Deferral
Contributions and Matching Contributions (Exclusions for Matching
Contributions only is not permitted.)
b) [ ] Qualified Nonelective Contributions (Cannot select if ADP
Test Safe Harbor is satisfied using Qualified Nonelective
Contributions, Item O(8)(b)(ii) or (c).)
c) [ ] Additional Contributions
d) [ ] Discretionary Contributions (Exclusions are not permitted if
integrated allocation formula is used.)
excludes: (Select at least one.)
e) [ ] bonuses
f) [ ] commissions
g) [ ] overtime
h) [ ] other special pay (Specify type of pay.) _________________
______________________________________________________________
NOTE: Exclusions for purposes of any contributions other than Elective
Deferral Contributions and Matching Contributions will require Code
Section 414(s) nondiscrimination testing.
11
Annuity Contract No. GA __________
5) [X] For purposes of the ADP and ACP Tests, Pay shall be limited to Pay
received while an Eligible Member, as defined in Plan Section 3.07.
O. ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay
as specified in the elective deferral agreement. An Employee who is
eligible to participate in the Plan may file an elective deferral agreement
with us. The Member shall modify or terminate the elective deferral
agreement by filing a new elective deferral agreement. The elective
deferral agreement may not be made retroactively and shall remain in effect
until modified or terminated.
BEGINNING OF FIRST PAY PERIOD. The elective deferral agreement to start or
modify Elective Deferral Contributions shall be effective on the first day
of the first pay period following the pay period in which the Member's
Entry Date (Reentry Date, if applicable) or any following change date
occurs, unless otherwise specified in (1) or (2) below.
1) [ ] FOLLOWING PAY DATE. (Cannot be used with (7) below.) A Member's
elective deferral agreement shall become effective on the first day
that pay is paid or made available following the date on which the
Member's Entry Date, (Reentry Date, if applicable) or any following
change date occurs.
2) [ ] BEGINNING OF SECOND PAY PERIOD. A Member's elective deferral
agreement shall become effective on the first day of the second pay
period following the pay period in which the Member's Entry Date
(Reentry Date, if applicable) or any following change date occurs.
(Consider using this option if the Plan requires automatic deferrals.)
The elective deferral agreement to start or modify Elective Deferral
Contributions must be entered into on or before the date it is effective.
The elective deferral agreement to stop Elective Deferral Contributions may
be entered into on any date. If O(1) is not selected above, such elective
deferral agreement shall be effective on the first day of the first pay
period following the pay period in which the elective deferral agreement is
entered into. If O(1) is selected above, such elective deferral agreement
shall be effective on the first day that pay is paid or made available
after the elective deferral agreement is entered into.
3) The change date shall be each Semi-yearly Date, unless otherwise
specified in (a), (b), (c), or (d) below. (Select one, if applicable.)
a) [ ] Monthly Date.
b) [X] Quarterly Date.
c) [ ] Yearly Date.
d) [ ] date.
4) [X] (Cannot select if ADP Test Safe Harbor is satisfied using
Qualified Matching Contributions.) 1% of Pay is the minimum Elective
Deferral Contribution.
12
Annuity Contract No. GA __________
5) [ ] Elective Deferral Contributions must be a whole percentage of Pay.
6) [ ] (Cannot select if ADP Test Safe Harbor is satisfied using
Qualified Matching Contributions.) _____% of Pay is the maximum
Elective Deferral Contribution. (Consider using this option to limit
Elective Deferral Contributions to avoid 415 excesses.)
7) [ ] AUTOMATIC DEFERRAL. (Cannot be used with Item M(5).) The Plan
shall require an automatic Elective Deferral Contribution described in
Plan Section 3.01. The automatic Elective Deferral Contribution shall
be 4% of Pay, unless otherwise specified in (a) below. The Member may
affirmatively elect a different percentage or elect not to make
Elective Deferral Contributions. If the Member elects a different
percentage, such percentage must comply with any limitations selected
in (4), (5), or (6) above.
a) [ ] _____% (Up to 6%.) of Pay shall be the automatic Elective
Deferral Contribution.
b) The automatic Elective Deferral Contribution shall apply to
Members only at the time they enter or reenter the Plan, unless
otherwise specified in (i) below.
i) [ ] The automatic Elective Deferral Contribution shall also
apply to all Active Members as of the effective date of the
amendment to the Plan adding this provision who have not
elected to make Elective Deferral Contributions of at least
4% (or the percentage in (a) above, if applicable).
8) [ ] 401(k) SAFE HARBOR. We elect to have the 401(k) safe harbor
provisions described in Plan Section 3.08 apply. (Select (b) or (c).
Select (d), if applicable.)
a) The Plan will satisfy the ADP Test Safe Harbor only, unless
otherwise specified in (i) below.
i) [ ] The Plan will satisfy the ADP Test Safe Harbor and the
ACP Test Safe Harbor. (Only available if (8)(b)(i) or Item P
is selected and the ACP Test Safe Harbor limits on Matching
Contributions are met.)
b) [ ] CONTRIBUTIONS FOR ALL PLAN YEARS. (Any changes under this
Item (8)(b), including electing to no longer have the provisions
apply, must be effective at the beginning of the Plan Year,
except as provided in (i)E below.) We elect to make the 401(k)
safe harbor Contributions for all Plan Years. (Select (i) or
(ii).)
i) [ ] QUALIFIED MATCHING CONTRIBUTIONS. The ADP Test Safe
Harbor shall be satisfied using Qualified Matching
Contributions. These Contributions are 100% vested and
subject to the distribution restrictions of Code Section
401(k) when made. (See Plan Section 5.04.) The amount of our
Qualified Matching Contributions shall be equal to (Select A
or B.)
13
Annuity Contract No. GA __________
A. [ ] BASIC MATCHING FORMULA. 100% of Elective Deferral
Contributions which are not over 3% of Pay, plus 50% of
Elective Deferral Contributions which are over 3% but
are not over 5% of Pay.
B. [ ] ENHANCED MATCHING FORMULA. 100% of Elective
Deferral Contributions which are not over 4% of Pay,
unless otherwise specified in (1) or (2) below.
1) [ ] STATED MATCH. (Complete (a) and (b). For
example: 100% of Elective Deferral Contributions
which are not over 5% of Pay.)
a) _____% of Elective Deferral Contributions
which are not over
b) _____% of Pay.
NOTE: Must complete (a) using at least 100%. The
product of the percentages in (a) and (b) must
equal at least 4%. For example, 100% x 5% = 5% or
150% x 3% = 4.5%. If satisfying ACP Test Safe
Harbor, must complete (b) with a percentage not
more than 6%.
2) [ ] STATED TIERED MATCH. (Complete (a) through
(d). For example: 100% of Elective Deferral
Contributions which are not over 4% of Pay, plus
50% of Elective Deferral Contributions which are
over 4% but are not over 6% of Pay.)
a) _____% of Elective Deferral Contributions
which are not over
b) _____% of Pay, plus (First limit on Elective
Deferral Contributions.)
c) _____% (Must be less than (a).) of Elective
Deferral Contributions which are over the
percentage of Pay specified in (b) but are
not over
d) _____% (Must be more than (b).) of Pay.
(Second limit on Elective Deferral
Contributions.)
NOTE: Must complete (a) using at least 100%. The
product of the percentages in (a) and (b) must
equal at least 3%. In addition, if the product of
the percentages in (a) and (b) does not equal at
least 4%, (c) must be completed using at least 50%
and the product of the percentages in (c) and (d)
when added to the product of the percentages in
(a) and (b) must equal at least 4%. If satisfying
ACP Test Safe Harbor, must complete (b) with a
percentage less than 6% and (d) with a percentage
not more than 6%.
14
Annuity Contract No. GA __________
C. CALCULATION PERIOD. Qualified Matching Contributions
are calculated based on Elective Deferral Contributions
and Pay for the period specified below. (Refers to
calculation of the amount of Qualified Matching
Contributions, not when contributed. Select (1), (2),
(3), or (4).)
1) [ ] PAY PERIOD. Qualified Matching Contributions
shall be made for all persons who were Active
Members at any time during the pay period.
2) [ ] PAY PERIODS ENDING WITH OR WITHIN EACH MONTH.
Qualified Matching Contributions shall be made for
all persons who were Active Members at any time
during the month.
3) [ ] PAY PERIODS ENDING WITH OR WITHIN EACH
PLAN-YEAR QUARTER. Qualified Matching
Contributions shall be made for all persons who
were Active Members at any time during the
Plan-year Quarter.
NOTE: If (1), (2), or (3) is selected, Qualified
Matching Contributions must be contributed to the Plan
by the last day of the following Plan-year Quarter.
4) [ ] PLAN YEAR. Qualified Matching Contributions
shall be made for all persons who were Active
Members at any time during the Plan Year.
D. [ ] Qualified Matching Contributions shall be made only
for Nonhighly Compensated Employees.
E. [ ] The 401(k) safe harbor election shall be revoked as
of
____________________________________. Such date cannot
be earlier than the later of (i) 30 days after the date
Active Members are given the supplemental notice
described in Plan Section 3.08(e) and (ii) the date the
amendment revoking such provisions is adopted.
Qualified Matching Contributions shall be made for the
period prior to the revocation.
ii) [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. The ADP Test Safe
Harbor shall be satisfied using Qualified Nonelective
Contributions. (These Contributions in excess of the amount
needed to satisfy the ADP Test Safe Harbor may be used to
satisfy the ACP Test, if applicable.) These Contributions
are 100% vested and subject to the distribution restrictions
of Code Section 401(k) when made. (See Plan Section 5.04.)
The amount of our Qualified Nonelective Contributions shall
be equal to
_____ % (Must be at least 3%.) of Pay for the Plan Year for
persons who were Active Members at any time during the Plan
Year, unless otherwise specified in A and B below. (The Pay
used for these Contributions is not necessarily the same as
Annual Pay defined in Item N. Select any that apply.)
15
Annuity Contract No. GA __________
A. [ ] Pay shall only include Pay received while an Active
Member.
NOTE: Including only Pay received while an Active Member may
result in additional Contributions needed to satisfy the
top-heavy requirements, described in Plan Section 11.04,
during any Plan Year in which this Plan is a Top-heavy Plan.
B. [ ] Qualified Nonelective Contributions shall be made
only for Nonhighly Compensated Employees.
c) [ ] CONTRIBUTIONS FOR PLAN YEARS IN WHICH THE PLAN IS AMENDED. We
elect the option of amending the Plan to provide a Qualified
Nonelective Contribution to satisfy the ADP Test Safe Harbor for
a Plan Year.
d) [ ] PLAN IS AMENDED. (Only available if (c) above is selected.)
The Plan is amended to provide a Qualified Nonelective
Contribution for the Plan Year
beginning ___________________________________. (These
Contributions in excess of the amount needed to satisfy the ADP
Test Safe Harbor may be used to satisfy the ACP Test, if
applicable.) These Contributions are 100% vested and subject to
the distribution restrictions of Code Section 401(k) when made.
(See Plan Section 5.04.)
i) The amount of our Qualified Nonelective Contributions for
such Plan Year
shall be equal to ____% (Must be at least 3%.) of Pay for
the Plan Year for persons who were Active Members at any
time during the Plan Year, unless otherwise specified in A
and B below. (The Pay used for these Contributions is not
necessarily the same as Annual Pay defined in Item N. Select
any that apply.)
A. [ ] Pay shall only include Pay received while an Active
Member.
NOTE: Including only Pay received while an Active Member may
result in additional Contributions needed to satisfy the
top-heavy requirements, described in Plan Section 11.04,
during any Plan Year in which this Plan is a Top-heavy Plan.
B. [ ] Qualified Nonelective Contributions shall be made
only for Nonhighly Compensated Employees.
9) [ ] 401(k) SIMPLE. (Only available if the Plan uses a calendar year
Plan Year, you are an Eligible Employer, as defined in Plan Section
3.09, and the exclusive plan requirement of (a)(1)(ii) of Plan Section
3.09 is met. Cannot use if 401(k) Safe Harbor Plan.) We elect to have
the 401(k) SIMPLE provisions described in Plan
Section 3.09 apply to the Plan effective ___________________________.
An amendment to have 401(k) SIMPLE provisions no longer apply is
effective the first January 1 following the date the amendment is
adopted.
16
Annuity Contract No. GA __________
NOTE: See Plan Section 3.09 for 401(k) SIMPLE provisions. If this is a
new plan, the Effective Date (Item D) and the date in (9) above must
be on or before October 1. Future Plan Years must begin on January 1.
If this is a restatement (or amendment) adding this provision, the
date in (9) above will be the same as the Restatement Date (or
effective date of the amendment) which must be on a January 1 which is
the first day of a Plan Year and future Plan Years must begin on a
January 1. Such restatement (or amendment) must be adopted before the
January 1 on which the provisions become effective. Elective Deferral
Contributions and Rollover Contributions will be the only
contributions reflected in the Adoption Agreement. Other Contributions
shall only be permitted as specified in Plan Section 3.09. The Member
may change the elective deferral agreement on any date. No selections
can be made in (4), (5), or (6) above. Elective Deferral Contributions
will be subject to the $6,000 (as adjusted) annual limit of Code
Section 401(k)(11).
P. [X] MATCHING CONTRIBUTIONS. (Cannot select if ADP Test Safe Harbor is
satisfied using Qualified Matching Contributions.) Any percentage
determined by us shall apply to all eligible persons for the entire Plan
Year. (Select (1), (2), or (3).)
1) [ ] STATED MATCH. We shall make Matching Contributions. The percentage
of Elective Deferral Contributions matched is _____%.
2) [ ] STATED TIERED MATCH. We shall make Matching Contributions in an
amount equal to (Complete (a) through (d). For example: 100% of
Elective Deferral Contributions which are not over 3% of Pay, plus 50%
of Elective Deferral Contributions which are over 3% but are not over
5% of Pay.)
a) _____% of Elective Deferral Contributions which are not over
b) _____% of Pay, plus (First limit on Elective Deferral
Contributions.)
c) _____% (Must be less than (a).) of Elective Deferral
Contributions which are over the percentage of Pay specified in
(b) but are not over
d) _____% (Must be more than (b).) of Pay. (Second limit on Elective
Deferral Contributions.)
NOTE: If satisfying ACP Test Safe Harbor, must complete (b) with a
percentage less than 6% and (d) with a percentage not more than 6%.
3) [X] DISCRETIONARY MATCH. (If selected and Plan is satisfying ACP Test
Safe Harbor, (b) must be selected.) We may make a discretionary
Matching Contribution. The percentage of Elective Deferral
Contributions matched, if any, shall be a percentage as determined by
us. (Select any that apply.)
a) [ ] We shall make a discretionary Matching Contribution. The
percentage of Elective Deferral Contributions matched shall be at
least _____%.
17
Annuity Contract No. GA __________
b) [ ] If we make a discretionary Matching Contribution, the
percentage of Elective Deferral Contributions matched shall not
be more than _____%. (If satisfying ACP Test Safe Harbor, must
complete with a percentage not more than 100%.)
4) [ ] LIMIT ON ELECTIVE DEFERRALS MATCHED. (Must select if (1) or (3)
above is used and satisfying ACP Test Safe Harbor. Cannot use with (2)
above. Limit could help pass the ADP and ACP Tests for non-401(k) Safe
Harbor Plans.) Elective Deferral Contributions which are over the
percentage of Pay below won't be matched. (Select (a) or (b).)
a) [ ] _____% of Pay. (If satisfying ACP Test Safe Harbor, must
complete with a percentage not more than 6% (not more than 4% if
(3) above is selected).)
b) [ ] A percentage determined by us. (Select any that apply. Must
select (ii) if satisfying ACP Test Safe Harbor.)
i) [ ] The percentage shall be at least _____%.
ii) [ ] The percentage shall not be more than _____%. (If
satisfying ACP Test Safe Harbor, must complete with a
percentage not more than 6% (not more than 4% if (3) above
is selected).)
5) CALCULATION PERIOD. Matching Contributions are calculated based on
Elective Deferral Contributions and Pay for the period specified
below. (Refers to calculation of the amount of Matching Contribution,
not when contributed. Select (a), (b), (c), or (d).)
a) [ ] PAY PERIOD. Matching Contributions shall be made for all
persons who were Active Members at any time during that pay
period.
b) [ ] PAY PERIODS ENDING WITH OR WITHIN EACH MONTH. Matching
Contributions shall be made for all persons who were Active
Members at any time during the month.
c) [ ] PAY PERIODS ENDING WITH OR WITHIN EACH PLAN-YEAR QUARTER.
Matching Contributions shall be made for all persons who were
Active Members at any time during the Plan-year Quarter.
d) [X] PLAN YEAR. Matching Contributions shall be made for all
persons who were Active Members at any time during the Plan Year,
unless otherwise specified in (i) below.
i) [X] (Cannot use if satisfying ACP Test Safe Harbor.)
Matching Contributions shall be made for persons meeting the
requirements in Item R.
18
Annuity Contract No. GA __________
6) [X] ADDITIONAL MATCH. (Only available if (1) or (3) above is selected.
Cannot use if satisfying ACP Test Safe Harbor.) We may make additional
Matching Contributions if the total Matching Contributions determined
below are greater than the amount of Matching Contributions determined
in (1) or (3) above for the Plan Year. Additional Matching
Contributions, if any, shall be made for all persons who were Active
Members at any time during the Plan Year, unless otherwise specified
in (a) below.
a) [X] Additional Matching Contributions shall be made for persons
meeting the requirements in Item R.
NOTE: If Item R is not active at any time during the plan year,
selecting (a) will require testing to determine if the
nondiscrimination requirement of Code Section 401(a)(4) is met, unless
(5)(d)(i) above is also selected.
Total Matching Contributions for the Plan Year shall be a percentage
of Elective Deferral Contributions and shall be calculated based on
Elective Deferral Contributions and Pay for the Plan Year. The
percentage shall be determined by us. If (1) above is selected, the
percentage determined must be equal to or greater than the percentage
specified in (1). If (3) above is selected, the percentage determined
must be equal to or greater than the percentage determined in (3).
If (4) above is selected, Elective Deferral Contributions which are
over a percentage of Pay won't be matched. The percentage is the
percentage specified in (4)(a), determined in (4)(b), or a greater
percentage as determined by us.
The amount of additional Matching Contributions, if any, shall be
calculated by subtracting the Matching Contributions determined in (1)
or (3) above for the Plan Year from total Matching Contributions for
the Plan Year.
7) [ ] Matching Contributions shall be made only for Nonhighly
Compensated Employees.
8) [ ] QUALIFIED MATCH. (Must be selected if Matching Contributions are
to be tested in the ADP Test for a non-401(k) Safe Harbor Plan.)
Matching Contributions are Qualified Matching Contributions. These
Contributions are 100% vested and subject to the distribution
restrictions of Code Section 401(k) when made. (See Plan Section
5.04.)
9) [ ] DOLLAR LIMIT. (Cannot use if satisfying ACP Test Safe Harbor.)
Matching Contributions for a person shall not be more than $____ for
the Plan Year.
Q. OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES.
NOTE: If more than one Employer Contribution is selected in this Item Q,
the requirements to receive each Contribution selected should be the same.
Providing different requirements will require testing to determine if the
nondiscrimination requirement of Code Section 401(a)(4) is met. For
example, a Qualified Nonelective Contribution made to each person who is an
Active Member on the last day of the pay period and a Discretionary
Contribution allocated to each person who was an Active Member at any time
during the Plan Year will require nondiscrimination testing. If the ADP
Test Safe Harbor is satisfied using Qualified Nonelective Contributions,
Item O(8)(b)(ii) or (c), the Additional Contributions and Discretionary
Contributions selected under this item should be made for or allocated to
each person who is an Active Member at any time during the Plan Year to
avoid nondiscrimination testing.
19
Annuity Contract No. GA __________
1) [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. (Cannot select if ADP Test
Safe Harbor is satisfied using Qualified Nonelective Contributions for
all Plan Years, Item O(8)(b)(ii). If this is a 401(k) Safe Harbor Plan
using Qualified Matching Contributions to satisfy the ADP Test Safe
Harbor, these Contributions may be used to satisfy the ACP Test, if
applicable. These Contributions may be tested in the ADP or ACP Test
for a non-401(k) Safe Harbor Plan.) These Contributions are 100%
vested and subject to the distribution restrictions of Code Section
401(k) when made. (See Plan Section 5.04. Select at least one of (a),
(b), (c), or (e). Only one of (a), (b), or (c) may be selected. Select
(d), if applicable.)
a) [ ] SET AMOUNT. (Only available if Item O(8)(c) is not selected.)
We shall make Qualified Nonelective Contributions equal to the
following: (Select (i) or (ii).)
i) [ ] PAY FORMULA. An amount equal to (Select one.)
A. [ ] ____% of Pay for the pay period for each person who
is an Active Member on the last day of that period.
B. [ ] ____% of Annual Pay for the Plan Year for persons
who meet the requirements in Item R.
C. [ ] ____% of Annual Pay for the Plan Year for persons
who were Active Members at any time during the Plan
Year.
ii) [ ] SERVICE FORMULA. An amount equal to (Select one.)
A. [ ] $_____ for the pay period for each person who is an
Active Member on the last day of that period.
B. [ ] $_____ for the Plan Year for persons who meet the
requirements in Item R.
C. [ ] $_____ for the Plan Year for persons who were
Active Members at any time during the Plan Year.
b) [ ] DISCRETIONARY, PAY FORMULA. (Only available if Item O(8)(c)
is not selected.) Qualified Nonelective Contributions may be made
for each Plan Year in an amount determined by us. The amount
allocated to each eligible person shall be equal to our Qualified
Nonelective Contributions multiplied by the ratio of such
person's Annual Pay for the Plan Year to the total Annual Pay of
all such persons. The Qualified Nonelective Contributions shall
be allocated to each person meeting the requirements in Item R,
unless otherwise specified in (i) or (ii) below.
i) [ ] The Qualified Nonelective Contributions shall be
allocated to each person who was an Active Member at any
time during the Plan Year.
ii) [ ] The Qualified Nonelective Contributions shall be
allocated to each person who is an Active Member on the last
day of the Plan Year.
20
Annuity Contract No. GA __________
c) [ ] DISCRETIONARY, SAME DOLLAR AMOUNT. (Only available if Item
0(8)(c) is not selected.) Qualified Nonelective Contributions may
be made for each Plan Year in an amount determined by us. The
same dollar amount shall be allocated to each eligible person,
subject to applicable limits of Plan Section 3.06. The Qualified
Nonelective Contributions shall be allocated to each person
meeting the requirements in Item R, unless otherwise specified in
(i) or (ii) below.
i) [ ] The Qualified Nonelective Contributions shall be
allocated to each person who was an Active Member at any
time during the Plan Year.
ii) [ ] The Qualified Nonelective Contributions shall be
allocated to each person who is an Active Member on the last
day of the Plan Year.
d) [ ] (Only available if (a), (b), or (c) is selected above.)
Qualified Nonelective Contributions in (a), (b), or (c) above
shall be made only for, or allocated only to, Nonhighly
Compensated Employees, unless otherwise specified in (i) below.
i) [ ] (Only available if (a)(i)A and (a)(ii)A above are not
selected.) The Qualified Nonelective Contributions shall be
made only for, or allocated only to, the Nonhighly
Compensated Employees whose Annual Pay for the Plan Year is
not over $ _____.
e) [ ] DISCRETIONARY, BOTTOM UP. (Only available if Item K(2)(a) is
selected and Items O(8)(b)(i) is not selected.) Qualified
Nonelective Contributions may be made for each Plan Year in an
amount determined by us. If item O(8)(c) is selected, these
Qualified Nonelective Contributions may only be made for Plan
Years in which the plan is not so amended. If (a), (b), or (c)
above are selected, these Qualified Nonelective Contributions are
in addition to those specified in (a), (b), or (c). If the Plan
is treated as separate plans because it is mandatorily
disaggregated under the regulations of Code Section 401(k), a
separate Qualified Nonelective Contribution may be determined for
each separate plan.
These Qualified Nonelective Contributions may be used to reduce
the Excess Aggregate Contributions or Excess Contributions, as
defined in Plan Section 3.07. Such Contributions shall be
allocated first to the eligible person under the Plan (or
separate plan) with the lowest Annual Pay for the Plan Year, then
to the eligible person under the Plan (or separate plan) with the
next lowest Annual Pay, and so forth, in each case subject to
applicable limits of Plan Section 3.06. These Qualified
Nonelective Contributions shall be allocated only to Nonhighly
Compensated Employees who meet the requirements in Item R, unless
otherwise specified in (i) or (ii) below.
i) [ ] These Qualified Nonelective Contributions shall be
allocated only to Nonhighly Compensated Employees who were
Active Members at any time during the Plan Year.
ii) [ ] These Qualified Nonelective Contributions shall be
allocated only to Nonhighly Compensated Employees who are
Active Members on the last day of the Plan Year.
21
Annuity Contract No. GA __________
2) [ ] ADDITIONAL CONTRIBUTIONS. We shall make Additional Contributions
equal to the following: (Select (a) or (b).)
a) [ ] PAY FORMULA. An amount equal to (Select (i) or (ii).)
i) [ ] _____% of Pay for the pay period for each person who is
an Active Member on the last day of that period.
ii) [ ] _____% of Annual Pay for the Plan Year for persons who
meet the requirements in Item R.
b) [ ] SERVICE FORMULA. An amount equal to (Select one.)
i) [ ] $_____ for the pay period for each person who is an
Active Member on the last day of that period.
ii) [ ] $_____ for the Plan Year for persons who meet the
requirements in Item R.
iii) [ ] $_____ for each Hour of Service he has performed during
the pay period for each person who was an Active Member
during that period. (No contribution for paid nonworking
hours, such as vacation.)
iv) [ ] $_____ for each Hour of Service credited during the pay
period for each person who was an Active Member during that
period. (Contribution is made for paid nonworking hours,
such as vacation.)
3) [X] DISCRETIONARY CONTRIBUTIONS. Discretionary Contributions may be
made for each Plan Year in an amount determined by us. Discretionary
Contributions and Forfeitures, if applicable, shall be allocated as of
the last day of the Plan Year using Annual Pay for the Plan Year. The
amount allocated shall be equal to the amount determined in (a) or (b)
below. (Select (a) or (b).)
a) [X] PAY FORMULA. Discretionary Contributions and Forfeitures, if
applicable, shall be allocated as follows:
STEP ONE: This step one shall only apply in years in which the
Plan is a Top-heavy Plan, as defined in Plan Section 11.02, and
the minimum contribution under Plan Section 11.04 is not being
provided by other contributions to this Plan or another plan of
ours.
The allocation in this step one shall be made to each person
meeting the requirements in Item R and each person who is
entitled to a minimum contribution under Plan section 11.04. Each
such person's allocation shall be an amount equal to
Discretionary Contributions and Forfeitures, if applicable,
multiplied by the ratio of such person's Annual Pay to the total
Annual Pay of all such persons. Such amount shall not exceed 3%
of such person's Annual Pay. The allocation for any person who
does not meet the requirements in Item R shall be limited to the
amount necessary to fund the minimum contribution.
22
Annuity Contract No. GA __________
STEP TWO: The allocation in this step two shall be made to each person
meeting the requirements in Item R. Each such person's allocation
shall be equal to any amount remaining after the allocation in step
one multiplied by the ratio of such person's Annual Pay to the total
Annual Pay of all such persons.
b) [ ] INTEGRATED FORMULA. Subject to the overall permitted disparity
limits, Discretionary Contributions and Forfeitures, if applicable,
shall be allocated as follows:
STEP ONE: This step one shall only apply in years in which the Plan is
a Top-heavy Plan, as defined in Plan Section 11.02, and the minimum
contribution under Plan Section 11.04 is not being provided by other
contributions to this Plan or another plan of ours.
The allocation in this step one shall be made to each person meeting
the requirements in Item R and each person who is entitled to a
minimum contribution under Plan section 11.04. Each such person's
allocation shall be an amount equal to Discretionary Contributions and
Forfeitures, if applicable, multiplied by the ratio of such person's
Annual Pay to the total Annual Pay of all such persons. Such amount
shall not exceed 3% of such person's Annual Pay. The allocation for
any person who does not meet the requirements in Item R shall be
limited to the amount necessary to fund the minimum contribution.
STEP TWO: This step two shall only apply in years in which step one
applies. The allocation in this step two shall be made to each person
meeting the requirements in Item R. Each such person's allocation
shall be equal to any amount remaining after the allocation in step
one multiplied by the ratio of such person's Annual Pay over the
Integration Level to the total Annual Pay over the Integration Level
of all such persons. Such amount shall not exceed 3% of such person's
Annual Pay over the Integration Level.
For purposes of this step two, in the case of any person who has
exceeded the cumulative permitted disparity limit described below,
such person's total Annual Pay shall be taken into account and the
applicable allocation limit for such person shall be 3% of such
person's total Annual Pay.
STEP THREE: The allocation in this step three shall be made to each
person meeting the requirements in Item R. Each such person's
allocation shall be equal to any amount remaining after the allocation
in step two multiplied by the ratio of the sum of such person's total
Annual Pay and his Annual Pay over the Integration Level to the total
of such sums for all such persons. Such amount shall not exceed an
amount equal to a percentage (equal to the Maximum Integration Rate)
of the sum of such person's total Annual Pay and his Annual Pay over
the Integration Level.
23
Annuity Contract No. GA __________
If steps one and two apply, the Maximum Integration Rate minus 3%
shall be substituted for the Maximum Integration Rate wherever it
appears in this step three.
For purposes of this step three, in the case of any person who has
exceeded the cumulative permitted disparity limit described below, two
times such person's total Annual Pay shall be taken into account and
the applicable allocation limit for such person shall be a percentage
(equal to the Maximum Integration Rate) of two times such person's
total Annual Pay.
STEP FOUR: The allocation in this step four shall be made to each
person meeting the requirements in Item R. Each such person's
allocation shall be equal to any amount remaining after the allocation
in step three multiplied by the ratio of such person's Annual Pay to
the total Annual Pay of all such persons.
The INTEGRATION LEVEL is the Taxable Wage Base as in effect on the
latest Yearly Date, unless otherwise specified in (i) or (ii) below.
i) [ ] $_____. (Must be less than such Taxable Wage Base.)
ii) [ ] ____% of such Taxable Wage Base. (Must be more than 19% and
less than 100%.)
The MAXIMUM INTEGRATION RATE shall be determined according to the
following schedule:
MAXIMUM
INTEGRATION LEVEL INTEGRATION RATE
100% of TWB 5.7%
Less than 100% but more
than 80% of TWB 5.4%
More than 20% of TWB but
not more than 80% of TWB 4.3%
Not more than
20% of TWB 5.7%
"TWB" means the Taxable Wage Base as in effect on the latest Yearly
Date.
On any date the portion of the rate of tax under Code Section 3111(a)
(in effect on the latest Yearly Date) which is attributable to old age
insurance exceeds 5.7%, such rate shall be substituted for 5.7%. 5.4%
and 4.3% shall be increased proportionately.
24
Annuity Contract No. GA __________
OVERALL PERMITTED DISPARITY LIMITS:
ANNUAL OVERALL PERMITTED DISPARITY LIMIT: Notwithstanding the
preceding paragraphs, for any Plan Year any person eligible for
an allocation under this formula benefits under another qualified
plan or simplified employee pension, as defined in Code Section
408(k), maintained by us or any other employer required to be
aggregated with us under Code Sections 414(b), (c), (m), or (o)
that provides for permitted disparity (or imputes disparity),
Discretionary Contributions and Forfeitures, if applicable, shall
be allocated using only step one, if applicable, and step four.
CUMULATIVE PERMITTED DISPARITY LIMIT: Effective for Plan Years
beginning on or after January 1, 1995, the cumulative permitted
disparity limit for a person is 35 total cumulative permitted
disparity years. Total cumulative permitted disparity years means
the number of years credited to the person for allocation or
accrual purposes under this Plan, any other qualified plan or
simplified employee pension plan (whether or not terminated) ever
maintained by us or any other employer required to be aggregated
with us under Code Sections 414(b), (c), (m), or (o). For
purposes of determining the person's cumulative permitted
disparity limit, all years ending in the same calendar year are
treated as the same year. If the person has not benefited under a
defined benefit or target benefit plan maintained for any year
beginning on or after January 1, 1994, the person has no
cumulative permitted disparity limit.
4) FORFEITURES.
a) If (3) above is selected, Forfeitures shall be allocated with
Discretionary Contributions and shall be deemed to be
Discretionary Contributions, unless otherwise specified in (i)
below.
i) [X] (Cannot use unless Item V(2) is completed.) Forfeitures
shall not be allocated with Discretionary Contributions, but
shall be used to offset our first Contribution made after
the Forfeiture is determined.
b) If (3) above is not selected, Forfeitures shall be used to offset
our first Contribution made after the Forfeiture is determined,
unless otherwise specified in (i) below.
i) [ ] (Cannot use unless (2) above is selected and Item V(2)
is completed.) Forfeitures shall not be used to offset our
first Contribution, but shall be allocated as of the last
day of the Plan Year to those meeting the requirements in
Item R using the allocation formula in (3)(a) above, and
shall be deemed to be Additional Contributions.
25
Annuity Contract No. GA __________
R. NET PROFITS AND CONTRIBUTION REQUIREMENTS.
1) Our Contributions shall be made without regard to our current or
accumulated NET PROFITS, unless otherwise specified in (a) below.
a) [ ] (Cannot use if 401(k) Safe Harbor Plan or 401(k) SIMPLE
Plan.) Our Contributions, in excess of Elective Deferral
Contributions, shall be made out of our current or accumulated
Net Profits in excess of Elective Deferral Contributions.
2) REQUIREMENTS FOR CONTRIBUTIONS. Our Contributions which are subject to
the requirements of this Item R and Forfeitures, if applicable, shall
be made for or allocated to each person who was an Active Member at
any time during the Plan Year, unless otherwise specified in (a), (b),
(c), or (d) below. (If annual contributions are subject to these
requirements (or if Forfeitures are allocated under Item Q(4)(b)(i)),
(a), (b), (c), or (d) may be selected. Select (e), if applicable.)
NOTE: Selections may affect testing done to determine if the minimum
coverage requirement of Code Section 410(b) is met, unless otherwise
indicated.
a) [X] Such amounts shall be made for or allocated to each person
who was an Active Member at any time during the Plan Year and who
either is an Active Member on the last day of the Plan Year or
has more than 500 Hours of Service during the latest Accrual
Service ending on or before the last day of the Plan Year, unless
a lesser number of Hours of Service is specified in (i) below.
(This selection does not affect coverage testing if the Accrual
Service Period is the Plan Year.)
i) [X] Has more than 1 (Up to 499.) Hours of Service.
b) [ ] Such amounts shall be made for or allocated to each person
who is an Active Member on the last day of the Plan Year.
c) [ ] Such amounts shall be made for or allocated to each person
who was an Active Member at any time during the Plan Year and who
has at least 1,000 Hours of Service during the latest Accrual
Service Period ending on or before the last day of the Plan Year,
unless otherwise specified in (i) below.
i) [ ] Has at least _____ (Up to 999.) Hours of Service.
d) [ ] Such amounts shall be made for or allocated to each person
who is an Active Member on the last day of the Plan Year and who
has at least 1,000 Hours of Service during the latest Accrual
Service Period ending on or before that date, unless otherwise
specified in (i) below.
i) [ ] Has at least ____ (Up to 999.) Hours of Service.
26
Annuity Contract No. GA __________
The requirements in (a), (b), (c), or (d) above are modified as
follows:
e) [ ] Such amounts shall also be made for or allocated to each
person who was an Active Member at any time during the Plan
Year and who has retired, become Totally Disabled, or died.
3) The ACCRUAL SERVICE PERIOD is the consecutive 12-month period ending
on the last day of each Plan Year, unless otherwise specified in (a)
below.
a) [ ] (Use only with (2)(a), (c) or (d) above.) The Accrual
Service Period is the consecutive 12-month period ending on
each _____. (Month and day.)
NOTE: Selecting (a) above will require nondiscrimination
testing to determine if the nondiscrimination requirement of
Code Section 401(a)(4) is met.
4) [ ](Cannot use with (1)(a) above.) We may make all or part of our
annual Contributions before the end of the Plan Year. (Select (a) or
(b).)
Such Contributions shall be
a) [ ] allocated when made. (Only available if Item Q(1)(b)(ii)
and (c)(ii) are not selected, and (2)(a), (b), (c), and (d)
above are not selected.)
b) [ ] unallocated when made.
S. CONTRIBUTION MODIFICATIONS.
CONTRIBUTION LIMITATIONS. The Annual Additions for a Member during a
Limitation Year shall not be more than the Maximum Permissible Amount.
(See Plan Sections 3.06 and 11.05.)
1) The LIMITATION YEAR is the consecutive 12-month period ending on
each December 31. (Month and day. Fill in the last day of the
Limitation Year. Normally, the last day of the Plan Year is used.
You must use the same limitation year in all your plans.)
2) COMPENSATION. (Compensation for the Limitation Year is used to
determine the limit on Annual Additions. Compensation for the Plan
Year is used to determine the amount of top-heavy minimum
contributions.) Compensation for purposes of Plan Section 3.06 is as
defined therein, under Information Required to be Reported Under
Code Sections 6041, 6051, and 6052 ("Wages, Tips and Other
Compensation" box on Form W-2), which is actually paid or made
available by us, unless otherwise specified in (a) or (b) below.
27
Annuity Contract No. GA __________
a) [ ] 415 Safe-Harbor Compensation as defined in Plan Section
3.06.
b) [X] Code Section 3401(a) Wages (wages for purposes of income
tax withholding) as defined in Plan Section 3.06.
For years beginning after December 31, 1997, Compensation shall
include elective contributions. For this purpose, elective
contributions are elective deferrals (as defined in Code Section
402(g)(3)) and amounts contributed or deferred by us at the election
of the Employee which are not includible in the gross income of the
Employee by reason of Code Section 125, 132(f)(4), or 457.
3) MULTIPLE DEFINED CONTRIBUTION PLANS. (This item applies if you or an
Employer, as defined in Plan Section 3.06, maintain another
qualified defined contribution plan that is not a Master or
Prototype Plan in which any Member in this Plan is or was or could
become a member.) If the Member is covered under another qualified
defined contribution plan maintained by the Employer, as defined in
Plan Section 3.06, the provisions of (f) through (k) of Plan Section
3.06 shall apply as if the other plan were a Master or Prototype
Plan, unless otherwise specified in (a) below. (Plan Section 3.06
limits the last Annual Additions.)
a) [ ] The method described on the attached page(s) shall be used
to limit total Annual Additions to the Maximum Permissible
Amount, and shall properly reduce the Excess Amounts, as
defined in Plan Section 3.06, in a manner which precludes
Employer discretion. (If selected, you will provide the method
for limiting Annual Additions on the attached page(s).)
4) DEFINED BENEFIT PLAN. (This item applies if you or an Employer, as
defined in Plan Section 3.06, maintain or ever maintained a
qualified defined benefit plan in which any Member in this Plan is
or was or could become a member. If this applies, you will provide
the method used to satisfy the limitation on the attached page(s).
No attachment is needed if the Effective Date (Restatement Date or
amendment effective date, if applicable) is on or after the first
Limitation Year beginning on or after January 1, 2000.) If the
Member is or has ever been a member in a qualified defined benefit
plan maintained by the Employer, as defined in Plan Section 3.06,
the method described on the attached page(s) shall be used to
satisfy the 1.0 limitation of Code Section 415, in a manner which
precludes Employer discretion. This limitation shall not apply for
Limitation Years beginning on or after January 1, 2000.
5) [ ] OTHER LIMITS. (Cannot use if 401(k) Safe Harbor Plan or 401(k)
SIMPLE Plan.) The amount of our Contributions for any (Select (a) or
(b).)
a) [ ] Plan Year
b) [ ] Limitation Year
28
Annuity Contract No. GA __________
made for or allocated to a person shall not be more than (Select at
least one.)
c) [ ] $_____ (Up to the current Defined Contribution Dollar
Limit defined in Plan Section 3.06.)
d) [ ] _____% (Up to 25%.) of his Annual Pay for the Plan
Year/Compensation for the Limitation Year.
NOTE: If both (c) and (d) are selected, contributions shall be no
more than the lesser of (c) and (d).
TOP-HEAVY PLAN REQUIREMENTS. The amount and allocation of Contributions
shall be subject to the provisions of Article XI of the Basic Plan in Plan
Years when this is a Top-heavy Plan, as defined in Plan Section 11.02.
Special minimum and maximum contribution provisions will apply in such
years.
6) [ ] MULTIPLE PLANS. (Use this item to specify which plan will
provide the minimum contribution or benefit for members who are
covered under this Plan and any other plan or plans of yours. If
selected, you must provide wording on the attached page(s).) The
method described on the attached page(s) shall be used to meet the
minimum contribution and benefit requirements in Plan Years when
this is a Top-heavy Plan, in a manner which precludes Employer
discretion.
7) PRESENT VALUE: (Applicable if Aggregation Group, as defined in Plan
Section 11.02, contains a defined benefit plan. The interest and
mortality in this item must match the interest and mortality used
for this purpose in such defined benefit plan.) For purposes of
establishing Present Value, as defined in Plan Section 11.02, of
benefits under a defined benefit plan to compute the Top-heavy
Ratio, as defined in Plan Section 11.02, any benefit shall be
discounted only for 7 1/2% interest and mortality according to the
1971 Group Annuity Table (Male) without the 7% margin but with
projection by Scale E from 1971 to the later of (i) 1974, or (ii)
the year determined by adding the age to 1920, and wherein for
females the male age six years younger is used, unless otherwise
specified in (a) and (b) below.
a) [ ] Interest rate _____%.
b) [ ] Mortality table:__________________________________________
T. VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS.
1) VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise
specified in (a) below.
a) [ ] (If selected, the Plan is subject to an ACP Test even if
the Plan satisfies the ACP Test Safe Harbor.) Voluntary
Contributions are permitted. (Select any that apply.)
i) [ ] % of Pay is the minimum Voluntary Contribution.
29
Annuity Contract No. GA __________
ii) [ ] Voluntary Contributions must be a whole percentage
of Pay.
iii) [ ] % of Pay is the maximum Voluntary Contribution.
2) ROLLOVER CONTRIBUTIONS are permitted, unless otherwise specified in
(a) below.
a) [ ] Rollover Contributions are not permitted.
U. INVESTMENTS.
1) The Plan does not have a Trust Agreement in effect, unless otherwise
specified in (a) below.
a) [X] TRUST AGREEMENT. The Plan has a Trust Agreement. (Select
at least one. Cannot select (ii) if (i) is selected. Cannot
select (iv) if (iii) is selected.)
i) [ ] We establish the Discretionary Trust Agreement
(Attachment A of the Basic Plan).
ii) [ ] We establish the Corporate Directed Trust Agreement
(Attachment B of the Basic Plan).
iii) [ ] We establish the Corporate Custodial Trust Agreement
(Attachment C of the Basic Plan).
iv) [ ] We establish the Passive Trust Agreement (Attachment
D of the Basic Plan).
v) [X] We establish the Trustar(SM) Retirement Services
Directed Trust Agreement (Attachment E of the Basic
Plan).
2) INVESTMENT DIRECTION. Subject to the provisions of Article IV of the
Basic Plan, the Annuity Contract, and if applicable, the Trust
Agreement, the investment of a Member's Account shall be directed by
(Select one.)
a) [X] the Member for all Contributions.
b) [ ] us for all Contributions.
c) [ ] the Member for Elective Deferral Contributions, Member
Contributions, and Rollover Contributions. Us for Employer
Contributions other than Elective Deferral Contributions.
d) [ ] the Member for Member Contributions and Rollover
Contributions. Us for Employer Contributions including
Elective Deferral Contributions.
30
Annuity Contract No. GA __________
3) LOANS. Loans to a Member are not permitted, unless otherwise
specified in (a) below.
a) [ ] (Only available if (1)(a) above is selected and the
Trustee agrees to hold the promissory note.) Loans are
available to a Member subject to the provisions of Plan
Section 5.06.
i) The Loan Administrator(s) is/are: (Fill in the person(s)
or position(s) authorized to administer the Member loan
program. Principal Life Insurance Company cannot be
named.)
________________________________________________________
________________________________________________________
ii) [ ] The minimum amount of any loan is $_________. (Up to
$1,000.)
iii) [ ] The maximum amount of any loan is the lesser of 50%
of the Member's Vested Account, reduced by any
outstanding loan balance or
$_____ (Up to $50,000.), reduced by the highest
outstanding loan balance during the one-year period
ending on the day before the loan is made.
NOTE: If not selected, the maximum is the lesser of (i)
50% of the Member's Vested Account, reduced by any
outstanding loan balance or (ii) $50,000, reduced by the
highest outstanding loan balance during the one- year
period ending on the day before the loan is made.
iv) The number of outstanding loans for a Member shall be
limited to one, unless otherwise specified in A below.
A. [ ] The number shall be limited to_________. (Up
to 5.)
v) The number of loans approved for a Member in any
12-month period shall be limited to one, unless
otherwise specified in A below.
A. [ ] The number shall be limited to_________. (Up
to 5.)
vi) The term of the loan shall be limited to five years,
unless otherwise specified in A below.
A. [ ] The term of the loan shall not be limited to
five years for the purchase of a Member's
principal residence.
31
Annuity Contract No. GA __________
4) LIFE INSURANCE coverage is not provided under this Plan, unless
otherwise specified in (a) below.
a) [ ] (Only available if (1)(a)(i), (ii), or (iv) above is
selected.) Subject to the limits and provisions of Plan
Section 4.02, an Active Member may elect to have part of his
Account applied to purchase life insurance coverage on his
life.
5) QUALIFYING EMPLOYER SECURITIES. Investment in Qualifying Employer
Securities is not available, unless otherwise specified in (a)
below.
a) [ ] (Only available if (1)(a)(i), (ii), (iii), or (v) above is
selected.) Investment in Qualifying Employer Securities is
allowed.
i) The Member's Account resulting from the following
Contributions may be invested in Qualifying Employer
Securities: (Select at least one.)
A. [ ] Elective Deferral Contributions
B. [ ] Employer Contributions other than Elective
Deferral Contributions
C. [ ] Member Contributions and Rollover
Contributions
ii) Voting rights for Qualifying Employer Securities will be
passed through to Members and the Members will be
allowed to direct the voting rights of Qualifying
Employer Securities for any matter put to the vote of
the shareholders, unless otherwise specified in A, B, or
C below.
A. [ ] The Members will be allowed to direct the
voting rights for Significant Corporate Events
only. The Employer (or the Named Fiduciary or the
Investment Manager as designated by the Employer)
will have the voting rights for all other matters,
unless otherwise specified in (1) below.
1) [ ] (Only available if (1)(a)(i) or (ii)
above is selected.) The Trustee will have
the voting rights for all other matters.
B. [ ] The Employer (or the Named Fiduciary or the
Investment Manager as designated by the Employer)
will have the voting rights for any matter put to
the vote of the shareholders.
C. [ ] (Only available if (1)(a)(i) or (ii) above is
selected.) The Trustee will have the voting rights
for any matter put to the vote of the
shareholders.
32
Annuity Contract No. GA __________
iii) Tender rights or exchange offers for Qualifying Employer
Securities will be passed through to the Members, unless
otherwise specified in A or B below.
A. [ ] Tender rights or exchange offers for
Qualifying Employer Securities will be determined
by the Employer (or the Named Fiduciary or the
Investment Manager as designated by the Employer).
B. [ ] (Only available if (1)(a)(i) or (ii) above is
selected.) Tender rights or exchange offers for
Qualifying Employer Securities will be determined
by the Trustee.
iv) The optional forms of distribution provided in Plan
Section 6.01 or 6A.01, whichever applies, shall include
both a single sum payment and a distribution in kind for
that portion of a Member's Vested Account which is held
in the Qualifying Employer Securities Fund, unless
otherwise specified in A or B below.
A. [ ] No distribution in kind is permitted.
B. [ ] No single sum payment is permitted.
V. VESTING PERCENTAGE is used to determine the nonforfeitable percentage of a
Member's Account resulting from our Contributions.
The Vesting Percentage for a Member who is an Employee on or after the
date he reaches Normal Retirement Age or Early Retirement Age shall be
100%. The Vesting Percentage for a Member who is an Employee on the date
he becomes Totally Disabled or dies shall be 100%.
1) FULLY VESTED CONTRIBUTIONS. Elective Deferral Contributions,
Qualified Matching Contributions, and Qualified Nonelective
Contributions are 100% vested. The following Employer
Contribution(s) are also 100% vested at all times. (Select any that
apply.)
a) [ ] Matching Contributions
b) [ ] Additional Contributions
c) [ ] Discretionary Contributions
33
Annuity Contract No. GA __________
2) A Member's Account resulting from our Contributions which are not
100% vested when made is subject to the vesting schedule selected
below. (Select (a), (b), (c), (d), or (e) if some Employer
Contributions are not 100% vested. If (e) is selected, fill in
percentages.)
VESTING SERVICE VESTING PERCENTAGE
(a) (b) (c) (d) (e)
[ ] [ ] [ ] [ ] [ ]
Less than 1 0 0 0 0 0
---
1 0 0 0 0 20
---
2 0 20 0 0 40
---
3 100 40 0 20 60
---
4 60 0 40 80
---
5 80 100 60 100
---
6 100 80
---
7 100
---
NOTE: The schedule in (e) must provide full (100%) vesting after 5
years of Vesting Service or must at all times be as great as the
Vesting Percentage which the schedule in (d) would provide.
A Member's Vesting Percentage determined above shall never be
reduced in later years. If this Plan is or ever has been a Top-heavy
Plan, the minimum vesting provisions of Plan Section 11.03 shall
apply.
3) TOP-HEAVY VESTING. A Member's Account resulting from additional
Employer Contributions made to satisfy the minimum contribution
requirements of Plan Section 11.04 shall be subject to the vesting
schedule selected below. (Select (a), (b), or (c) if the Plan is not
a 401(k) SIMPLE Plan and does not allow any Employer Contributions
other than Elective Deferral Contributions, Qualified Matching
Contributions, and Qualified Nonelective Contributions.)
VESTING SERVICE VESTING PERCENTAGE
(a) (b) (c)
[ ] [ ] [ ]
Less than 1 0 0 100
1 0 0
2 20 0
3 40 100
4 60
5 80
6 100
34
Annuity Contract No. GA __________
W. VESTING SERVICE, subject to the provisions of Plan Section 1.02, shall be
determined as follows: (Select (1) or (2) if some Employer Contributions
are not 100% vested, if Item V(3)(a) or (b) is completed, or if Early
Retirement Age is based on Vesting Service.)
1) [ ] ELAPSED TIME METHOD. Vesting Service is the total of an
Employee's countable Periods of Service without regard to Hours of
Service.
2) [X] HOURS METHOD. A year of Vesting Service is a Vesting Service
Period in which an Employee has at least 1,000 Hours of Service,
unless otherwise specified in (a) below.
a) [ ] _____ (Up to 999.) Hours of Service.
b) A VESTING SERVICE PERIOD is the consecutive 12-month period
ending on the last day of each Plan Year, unless otherwise
specified in (i) or (ii) below.
i) [ ] The consecutive 12-month period ending on each
____________. (Month and day.)
ii) [ ] (Vesting Service Period changes.) The consecutive
12-month period ending on
A. each _________________ through
B. _________________________ and
C. each following ___________________. (Complete A
using month and day, B using the same month and
day as in A and the calendar year in which the
last day of the last period ending on this date
falls, and C using the month and day on which the
new period ends.)
c) A VESTING BREAK, when the hours method is used, is a Vesting
Service Period in which an Employee is credited with not more
than one-half of the Hours of Service required for a year of
Vesting Service, unless otherwise specified in (i) below.
i) [ ] ____________ or fewer Hours of Service. (Fill in up
to 500 hours but less than hours required for a year of
Vesting Service.)
NOTE: If the hours method is used, any date completed in (3), (4), or (5) below
should be the first day of a Vesting Service Period. If the first day of
such period is not used, service during the period in which the date
occurs shall not be excluded because of these modifications. If both (3)
and (5) are selected, the date in (5) must be before the date in (3). (3)
and (5) cannot be used with (4). If the hours method is used and (6) is
selected, service during the period in which the Employee attains the age
completed in (6) shall not be excluded because of that modification.
35
Annuity Contract No. GA __________
VESTING MODIFICATIONS:
3) [ ] Service before ______________________ is the total of an
Employee's countable service with us, expressed in whole years and
fractional parts of a year (counting a partial month as a complete
month).
NOTE: If selected, fill in a date on or before the date the Plan
became subject to ERISA. A new plan becomes subject to ERISA on its
Effective Date.
4) [ ] Service before ______________________ shall be determined under
the provisions of the (Prior) Plan in effect on the day before that
date.
NOTE: If selected, fill in a date after the Effective Date.
5) [ ] Service before ______________________ shall not be counted.
NOTE: If selected, fill in a date on or before the date the Plan
became subject to ERISA. A new plan becomes subject to ERISA on its
Effective Date.
6) [ ] Service before an Employee attains age _________ (Up to 18.)
shall not be counted.
X. EQUIVALENCIES. Hours of Service shall be determined on the basis of actual
Hours of Service for which an Employee is paid or entitled to payment,
unless otherwise specified in (1), (2), or (3) below.
1) [ ] DAYS. On the basis of days worked. An Employee shall be credited
with 10 Hours of Service for each day in which he would otherwise be
credited with at least one Hour of Service.
2) [ ] WEEKS. On the basis of weeks worked. An Employee shall be
credited with 45 Hours of Service for each week in which he would
otherwise be credited with at least one Hour of Service.
3) [ ] MONTHS. On the basis of months worked. An Employee shall be
credited with 190 Hours of Service for each month in which he would
otherwise be credited with at least one Hour of Service.
NOTE: If selected, the equivalency shall be used for all Employees.
36
Annuity Contract No. GA __________
Y. WITHDRAWAL BENEFITS.
1) VOLUNTARY. A Member may withdraw any part of his Vested Account
resulting from Voluntary Contributions.
A Member may make only two such withdrawals in any 12-month period,
unless otherwise specified in (a) or (b) below.
a) [ ] A Member may make such a withdrawal at any time.
b) [ ] A Member may make only _____ such withdrawal(s) in any
12-month period.
2) ROLLOVER. A Member may withdraw any part of his Vested Account
resulting from Rollover Contributions.
A Member may make only two such withdrawals in any 12-month period,
unless otherwise specified in (a) or (b) below.
a) [ ] A Member may make such a withdrawal at any time.
b) [X] A Member may make only 1 such withdrawal(s) in any
12-month period.
3) [X] 401(k) HARDSHIP. Unless otherwise specified in (a) below, a
Member may withdraw any part of his Vested Account resulting from
Elective Deferral Contributions, Matching Contributions (other than
Qualified Matching Contributions), Additional Contributions, and
Discretionary Contributions in the event of undue financial
hardship. Withdrawals from the Member's Account resulting from
Elective Deferral Contributions shall be limited to the amount of
the Member's Elective Deferral Contributions (and earnings thereon
accrued as of December 31, 1988). The withdrawal is subject to the
provisions of Plan Section 5.05.
a) [ ] Such withdrawal shall be limited to the amount of the
Member's Elective Deferral Contributions (and earnings thereon
accrued as of December 31, 1988).
4) [X] AGE 59 1/2. A Member may withdraw any part of his Vested Account
resulting from Elective Deferral Contributions, Matching
Contributions, Qualified Nonelective Contributions, Additional
Contributions, and Discretionary Contributions any time after he
attains age 59 1/2.
A Member may make only two such withdrawals in any 12-month period,
unless otherwise specified in (a) or (b) below.
a) [ ] A Member may make such a withdrawal at any time.
b) [ ] A Member may make only _______ such withdrawal(s) in any
12-month period.
37
Annuity Contract No. GA __________
5) [ ] FIVE YEARS AS AN ACTIVE MEMBER. A Member may withdraw any part
of his Vested Account resulting from Matching Contributions (other
than Qualified Matching Contributions), Additional Contributions,
and Discretionary Contributions at any time after he has been an
Active Member for at least five years.
NOTE: A Member's earliest Entry Date shall be used to determine his
eligibility for such a withdrawal.
A Member may make only two such withdrawals in any 12-month period,
unless otherwise specified in (a) or (b) below.
a) [ ] A Member may make such a withdrawal at any time.
b) [ ] A Member may make only _______________ such withdrawal(s)
in any 12-month period.
NOTE: Withdrawals are subject to the distribution of benefits provisions
of Article VI or VIA of the Basic Plan, whichever applies.
Z. RETIREMENT AND THE START OF BENEFITS.
1) NORMAL RETIREMENT AGE is the age at which the Member's Account shall
become nonforfeitable if he is an Employee. A Member's Normal
Retirement Age is age 65, unless otherwise specified in (a) or (b)
below.
a) [ ] Age _______. (Less than 65.)
b) [ ] The older of age _______ (Up to 65.) or his age on the
(Select (i) or (ii).)
i) [ ] date _____ (Up to 5.) years after the first day of
the Plan Year in which his earliest Entry Date occurred.
ii) [ ] earlier of the date _____ (Up to 5.) years after his
Hire Date or the date 5 years after the first day of the
Plan Year in which his earliest Entry Date occurred.
The provisions of (b) are modified as follows:
c) [ ] A Member's Normal Retirement Age shall not be older than
age _____. (Up to 70.)
2) START OF RETIREMENT BENEFITS. A Member may choose to have retirement
benefits begin on or after his Normal Retirement Date and before he
ceases to be an Employee, unless otherwise specified in (a) below.
a) [ ] A Member may not choose to have retirement benefits begin
before he ceases to be an Employee.
38
Annuity Contract No. GA __________
3) EARLY RETIREMENT DATE. (Select (a) or (b).)
a) [X] Early Retirement Date is the first day of the month before
a Member's Normal Retirement Date which he selects for the
start of retirement benefits. This day shall be on or after
the date the Member ceases to be an Employee and reaches Early
Retirement Age. A Member reaches Early Retirement Age on the
date the following requirement(s) are met: (Select at least
one. A Member's Account is 100% vested if he is an Employee on
or after he reaches this age.)
i) [X] He is age 55.
ii) [ ] He has ____ years of Vesting Service.
iii) [ ] He is within ____ years of Normal Retirement Date.
iv) [ ] He has been an Active Member ____ years based on his
earliest Entry Date.
b) [ ] Early retirement is not permitted.
4) VESTED BENEFIT MODIFICATIONS. Plan Section 5.03 permits an Inactive
Member to elect to start benefits after he ceases to be an Employee.
The start of benefits is modified as follows: (Select (a) or (b), if
applicable.)
a) [ ] An Inactive Member cannot elect to receive benefit
payments from that part of his Vested Account resulting from
Elective Deferral Contributions, Matching Contributions,
Qualified Nonelective Contributions, Additional Contributions,
and Discretionary Contributions before he becomes Totally
Disabled (Retirement Date or death, if earlier). A small
Vested Account, as defined in Plan Section 10.11, shall be
paid earlier in a single sum. (Select (i), if applicable.)
i) [ ] Such restriction shall not apply to that part of an
Inactive Member's Vested Account resulting from Elective
Deferral Contributions.
b) [ ] An Inactive Member cannot elect to receive benefit
payments from that part of his Vested Account resulting from
Elective Deferral Contributions, Matching Contributions,
Qualified Nonelective Contributions, Additional Contributions,
and Discretionary Contributions before he has ceased to be an
Employee for a period of time (Retirement Date or death, if
earlier). Payment of a small Vested Account, as defined in
Plan Section 10.11, shall also be delayed. (Select (i), if
applicable.)
i) [ ] Such restriction shall not apply to that part of an
Inactive Member's Vested Account resulting from Elective
Deferral Contributions.
The period of time is (Select (ii) or (iii).)
ii) [ ] ____ months. (Up to 60.)
iii) [ ] ____ years. (Up to 5.)
39
Annuity Contract No. GA __________
5) The REQUIRED BEGINNING DATE for a Member who is 5-percent Owner, as
defined in Plan Section 7.02, is the April 1 of the calendar year
following the calendar year in which he attains age 70 1/2.
The Required Beginning Date for any Member who is not a 5-percent
Owner, as defined in Plan Section 7.02, is the April 1 of the
calendar year following the later of the calendar year in which he
attains age 70 1/2 or the calendar year in which he retires, unless
otherwise specified in (a) below.
a) [ ] LATER OF AGE 70 1/2 OR RETIRE FOR BENEFITS ACCRUED AFTER
DATE. The Required Beginning Date is the April 1 of the
calendar year following the calendar year in which he attains
age 70 1/2, except that the Required Beginning Date for
benefits accrued after the later of the adoption or effective
date of the amendment to the Plan changing the Required
Beginning Date is the April 1 of the calendar year following
the later of the calendar year in which he attains age 70 1/2
or the calendar year in which he retires.
If (5)(a) is not selected and the Plan previously provided for a
Required Beginning Date based on age 70 1/2 for all Members, the
following shall apply to any Member who is not a 5-percent Owner, as
defined in Plan Section 7.02.
b) Any such Member attaining age 70 1/2 in years after 1995 may
elect by April 1 of the calendar year following the calendar
year in which he attained age 70 1/2 (or by December 31, 1997
in the case of a Member attaining age 70 1/2 in 1996) to defer
distributions until the calendar year following the calendar
year in which he retires, unless otherwise specified in (i)
below.
i) [ ] NO DEFERRAL. (Only available if (5)(a) above is not
selected.) The Member shall begin receiving
distributions by the April 1 of the calendar year
following the year in which he attained age 70 1/2 (or
by December 31, 1997 in the case of a Member attaining
age 70 1/2 in 1996).
c) Any such Member attaining age 70 1/2 in years prior to 1997
may elect to stop distributions which are not purchased
annuities and recommence by the April 1 of the calendar year
following the year in which he retires, unless otherwise
specified in (i) below.
i) [ ] NO STOPPING. (Only available if (5)(a) above is not
selected.) The Member may not elect to stop
distributions.
If the Member is permitted to stop distributions, there shall
be a new Annuity Starting Date upon recommencement, unless
otherwise specified in (ii) below.
ii) [ ] NO NEW ANNUITY STARTING DATE. (Only available if
(5)(a) and (5)(c)(i) above are not selected.) There
shall be no new Annuity Starting Date.
40
Annuity Contract No. GA __________
6) AUTOMATIC ROLLOVER OF SMALL AMOUNTS PAYMENT. If any part of a
distribution made under Plan Section 10.11 is an Eligible Rollover
Distribution which is equal to or more than $1000 and for which the
Distributee has not elected otherwise, such Eligible Rollover
Distribution shall be rolled over to an Individual Retirement
Account (IRA) with an affiliate of Principal Life Insurance Company,
unless otherwise specified in (a) below. (See Plan Section 10.02.)
a) [ ] Such Eligible Rollover Distributions shall be paid to the
Distributee.
AA. FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS.
1) OPTIONS. The options available under the Plan shall be those
specified in Plan Section 6.02 (includes life annuities) unless
otherwise specified in (a) below.
NOTE: If this Plan is a direct or indirect transferee after December
31, 1984, of a defined benefit plan, money purchase plan, target
benefit plan, stock bonus plan, or profit sharing plan which is
subject to the survivor annuity requirements of Code Sections
401(a)(11) and 417, (a) below cannot be selected.
a) [ ] The options available under the Plan shall be those
specified in subparagraph (a)(2) of Plan Section 6A.02 (does
not include life annuities or full flexibility option), unless
otherwise specified in (i) below.
i) [ ] The only options available under the Plan shall be
the options specified in subparagraph (a)(1) of Plan
Section 6A.02 (single sum payment and distribution in
kind).
NOTE: If the Plan later becomes a direct or indirect transferee of a
defined benefit plan, money purchase plan, target benefit plan,
stock bonus plan, or profit sharing plan which is subject to the
survivor annuity requirements of Code Section 401(a)(11) and 417,
then the options available under the Plan shall be those specified
in Plan Section 6.02 and the selections in (1) above shall be void.
2) The options specified in Plan Section 6.02 (includes life annuities)
may be modified as provided below. (Select any that apply.)
a) [ ] NO FULL FLEXIBILITY OPTION. (Only available if (1)(a)
above is not selected.) The full flexibility option shall not
be available.
b) [ ] SINGLE SUM LIMITED. (Only available if (1)(a) above is not
selected; if U(1)(a)(v) is not selected; Item U(5)(a) is not
selected; and Items Y(3), (4), and (5) are not selected.) A
Member may not receive a single sum payment of that part of
his Vested Account resulting from Elective Deferral
Contributions, Matching Contributions, Qualified Nonelective
Contributions, Additional Contributions, and Discretionary
Contributions (Select (i) or (ii).)
i) [ ] at any time.
41
Annuity Contract No. GA __________
ii) [ ] before his Retirement Date or the date he becomes
Totally Disabled, if earlier.
If (2)(a) is not selected, the full flexibility option shall
not be available for that part of a Member's Vested Account
which he cannot receive in a single sum.
NOTE: A small Vested Account, as defined in Plan Section
10.11, shall be paid in a single sum.
3) If the Plan is being amended to eliminate or restrict an optional
form of distribution and the Plan provides a single sum distribution
form that is otherwise identical to the optional form of
distribution eliminated or restricted, the amendment shall not apply
to any distribution with an Annuity Starting Date earlier than the
first day of the second Plan Year following the Plan Year in which
the amendment is adopted, unless otherwise specified in (a) below.
a) [ ] 90 DAYS AFTER SUMMARY. The amendment shall not apply to
any distribution with an Annuity Starting Date earlier than
the earlier of (i) the 90th day after the date the Member
receiving the distribution has been furnished a summary that
reflects the amendment and satisfies the ERISA requirements at
29 CFR 2520.104b-3 relating to a summary of material
modifications or (ii) the first day of the second Plan Year
following the Plan Year in which the amendment is adopted.
AB. ADOPTING EMPLOYERS. (Identify Adopting Employers below.)
NOTE: The Plan must meet the minimum coverage requirement of Code Section
410(b) taking into account all employees of Controlled Groups and
Affiliated Service Groups. If you are a member of such a group, other
employers in the group may need to adopt this Plan in order for your Plan
to meet this requirement. Some employers of the group may also choose to
adopt this Plan even though not required. Use this item to identify the
other employers in the group whose employees may become Members.
1) There are no Adopting Employers, unless otherwise specified in (a)
below.
a) [ ] The Adopting Employers listed in (3) below establish a
separate plan for the benefit of their Employees or
participate with us in a single plan, as specified.
2) Separate Plans or Single Plan
a) SEPARATE PLANS. Adopting Employers may establish a separate
plan for the exclusive benefit of their Employees. The
establishment of an Adopting Employer's separate plan shall be
evidenced in writing according to the provisions of Plan
Section 2.04
42
Annuity Contract No. GA __________
NOTE: A separate plan should not be established unless (i)
each plan can meet the minimum coverage requirement of Code
Section 410(b) separately or (ii) the combined plans can meet
the minimum coverage requirement of Code Section 410(b) and
the nondiscrimination requirement of Code Section 401(a)(4).
The combined plans may not meet the requirement of Code
Section 401(a)(4) if the plans provide for a discretionary
Matching Contribution or Discretionary Contribution which is
determined separately for each Adopting Employer.
b) SINGLE PLAN. Adopting Employers may participate with us in a
single plan. An Adopting Employer's agreement to participate
in this Plan shall be evidenced in writing according to the
provisions of Plan Section 2.05.
NOTE: The provisions of Plan Section 10.03 shall apply in the
case of the merger of this Plan with any Prior Plan of an
Adopting Employer participating with us in a single plan.
43
Annuity Contract No. GA __________
3) The Adopting Employers are:
a) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
44
Annuity Contract No. GA
---------
b) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
45
Annuity Contract No. GA
---------
c) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
46
Annuity Contract No. GA
--------
d) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
47
Annuity Contract No. GA
----------
e) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
48
Annuity Contract No. GA
----------
f) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
49
Annuity Contract No. GA
----------
g) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
50
Annuity Contract No. GA
----------
h) Name
--------------------------------------------------------
Address
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Phone No.
--------------------------
Date of Adoption or Participation
-------------------------
Executed
---------------------------------
By
-----------------------------------------------------------------
(Signature)
Business Title
-----------------------------------------------------
i) Separate Plans or Single Plan
[ ] Separate Plans [ ] Single Plan
ii) Complete A, B, and C below If Separate Plans.
A. EIN
-------------------
B. Plan No.
-------------------
C. Fiscal Year End
------------------------
(Month and day.)
iii) Complete A below if this Adopting Employer had a Prior Plan.
A. Date Prior Plan established
----------------------------
iv) Complete A below, if applicable.
A. This Adopting Employer has waived the entry requirements
selected below for its Employees who are Eligible
Employees on the date specified. (Your selections in
Item L(5) apply only to the primary Employer in Item B.)
[ ] Age [ ] Service
Date
-----------------------------
51
Annuity Contract No. GA
----------
By executing this Adoption Agreement, we, the Employer, adopt the "Principal
Financial Group Prototype for Savings Plans" for the exclusive benefit of our
Employees. Our selections and specifications contained in this Adoption
Agreement and the terms, provisions, and conditions provided in the Principal
Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic
plan may be used with this Adoption Agreement.
It is understood that Principal Life Insurance Company is not a party to our
Plan and shall not be responsible for any tax or legal aspects of our Plan. We
assume responsibility for these matters. We acknowledge that we have counseled,
to the extent necessary, with selected legal and tax advisors. The obligations
of Principal Life Insurance Company shall be governed solely by the provisions
of its contracts and policies. Principal Life Insurance Company shall not be
required to look into any action taken by the Plan Administrator, Named
Fiduciary, Trustee, Investment Manager, or us and shall be fully protected in
taking, permitting or omitting any action on the basis of our actions. Principal
Life Insurance Company shall incur no liability or responsibility for carrying
out actions as directed by the Plan Administrator, Named Fiduciary, Trustee,
Investment Manager, or us.
(Complete in black ink.)
This Adoption Agreement is executed
------------------------------
FOR THE EMPLOYER
By my signature, I certify that I have reviewed the terms of and the Items
selected within this Adoption Agreement. If the Plan has a Trust Agreement in
effect, I hereby certify that a copy of this Plan document shall be provided to
each Trustee and proper signatures will be obtained on the appropriate
attachment to the Basic Plan.
[ ] (Only available if Item U(1)(a)(i) is selected.) By my signature, I
hearby direct the Trustee under the Discretionary Trust Agreement to enter
into the Principal Financial Group Electronic Linkage(SM) Group Custodial
Agreement.
[X] (Only available if Item U(1)(a)(v) is selected.) By my signature, I hearby
direct Delaware Charter Guarantee & Trust Company, conducting business
under the trade name of Trustar Retirement Services, to enter into the
Principal Financial Group Electronic Linkage(SM) Group Custodial
Agreement.
[ ] (Only available if Item U(1)(a)(v) is selected.) By my signature, I
hearby direct Delaware Charter Guarantee & Trust Company, conducting
business under the trade name of Trustar(SM) Retirement Services, to enter
into the Principal Self-Directed Brokerage Account.
By /s/ Diane Belz
-----------------------------------------------------------------------------
(Signature)
Business Title SVP of Human Resources
-------------------------------------------
[ ] By my signature above, I hereby execute this Adoption Agreement on
behalf of each Adopting Employer identified in Item AB.
ACKNOWLEDGMENT BY THE NAMED FIDUCIARY (Complete if other than the Employer).
By
-----------------------------------------------------------------------------
(Signature)
52
Annuity Contract No. GA
----------
This Plan is an important legal document. It may not fit your situation. You
will want to consult with your lawyer on whether it does fit your situation and
on its tax and legal implications, for which neither Principal Life Insurance
Company, nor its agents, can assume responsibility.
Failure to properly fill out this Adoption Agreement may result in
disqualification of this Plan. Principal Life Insurance Company will inform you
of any amendments made to the Plan or of the abandonment of the Plan. The
address of Principal Life Insurance Company is 711 High Street, Des Moines, Iowa
50392-0001. When you first adopt the prototype, Principal Life will assign a
contact person and give you a toll-free number. If you have not been assigned a
contact person, call 1-800-543-4015, extension 88126, for assistance.
You may rely on an opinion letter issued by the Internal Revenue Service as
evidence that this Plan is qualified under Code Section 401 only to the extent
provided in Announcement 2001-77, 2001-30 I.R.B.
You may not rely on the opinion letter in certain other circumstances or with
respect to certain qualification requirements, which are specified in the
opinion letter issued with respect to the Plan and in Announcement 2001-77.
In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service.
53
Annuity Contract No. GA __________
Item S(3)(a): The method used to limit Annual Additions to the Maximum
Permissible Amount:
Item S(4): For Limitation Years beginning before January 1, 2000, the method
used to satisfy the 1.0 limitation of Code Section 415:
Item S(6): The method used to meet the minimum contribution and benefit
requirements in Plan Years when this is a Top-heavy Plan:
Annuity Contract No. GA __________
GOOD FAITH COMPLIANCE AMENDMENT TO COMPLY WITH
SECTION 414(v) OF THE INTERNAL REVENUE CODE AS AMENDED BY THE
ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)
This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.
Plan Name Equity One, Inc. Savings & Retirement Plan
----------------------------------------------------------------------
.
- -------------------------------------------------------------------------------
The Plan named above gives the Employer the right to amend the provisions of the
Adoption Agreement at any time. According to that right, the plan is amended as
follows:
CATCH-UP CONTRIBUTIONS.
a) [X] The provisions allowing Catch-up Contributions shall apply to
Contributions received after December 31, 2001.
b) [ ] The provisions allowing Catch-up Contributions shall apply to
Contributions after
(Must be later than December 31, 2001.)
-----------------------------------
c) [ ] Catch-up Contributions are not permitted.
Signed this 12th day of August , 2002 .
------------ -------------------------------- -----------
By /s/ Diane Belz
-------------------------------------
SVP of Human Resources
----------------------------------------
Title
[PRINCIPAL FINANCIAL GROUP LOGO]
Annuity Contract No. GA
----------
UNILATERAL GOOD FAITH COMPLIANCE AMENDMENT FOR THE
ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)
Principal Life Insurance Company hereby amends the following prototype plans and
by such amendment, amends each retirement plan set forth on any such prototype
by an adopting employer.
The Principal Financial Group Prototype for Savings Plans:
With an approval date of October 26, 1992
Plus Letter Serial No.: D347609B Plan No.: 001 Basic Plan No.: 03
Standardized Letter Serial No.: D247610B Plan No.: 002 Basic Plan No.: 03
With an approval date of August 7, 2001 (GUST proto)
Nonstandardized Letter Serial No.: K305394a Plan No.: 001 Basic Plan No.: 02
Standardized Letter Serial No.: K205395a Plan No.: 002 Basic Plan No.: 02
This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
Except as otherwise provided, this amendment shall be effective as of the first
day of the first Plan Year beginning after December 31, 2001.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.
ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION
No Member shall be permitted to have Elective Deferral Contributions, as defined
in Section 3.07, made under this Plan, or any other qualified plan maintained by
us, during any taxable year in excess of the dollar limitation contained in Code
Section 402(g) in effect for such taxable year, except to the extent permitted
in the Catch-up Contributions section of this amendment that provides for
catch-up contributions under EGTRRA section 631 and Code Section 414(v), if
applicable.
MAXIMUM SALARY REDUCTION CONTRIBUTIONS - 401(K) SIMPLE
Except to the extent permitted in the Catch-up Contributions section of this
amendment that provides for catch-up contributions under EGTRRA section 631 and
Code Section 414(v), if applicable, the maximum salary reduction contribution
that can be made to this Plan is the amount determined under Code Section
408(p)(2)(A)(ii) for the calendar year.
INCREASE IN COMPENSATION LIMIT
For Plan Years beginning on and after January 1, 2002, the annual Pay of each
Member taken into account for determining all benefits provided under the Plan
for any determination period shall not exceed $200,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.
If Pay for any prior determination period is taken into account in determining a
Member's contributions or benefits for the current Plan Year, the Pay for such
prior determination period is subject to the applicable annual pay limit in
effect for that determination period. For this purpose, in determining
contributions or benefits in Plan Years beginning on or after January 1, 2002,
the annual Pay limit in effect for determination periods beginning before that
date is $200,000.
1
LIMITATIONS ON CONTRIBUTIONS
EFFECTIVE DATE. This section shall be effective for Limitation Years beginning
after December 31, 2001.
MAXIMUM ANNUAL ADDITION. Except to the extent permitted in the Catch-up
Contributions section of this amendment that provides for catch-up contributions
under EGTRRA section 631 and Code Section 414(v), if applicable, the Annual
Addition that may be contributed or allocated to a Member s Account under the
Plan for any Limitation Year shall not exceed the lesser of:
a) $40,000, as adjusted for increases in the cost-of-living under Code Section
415(d), or
b) 100 percent of the Member's Compensation, for the Limitation Year.
The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an
Annual Addition.
ELECTIVE DEFERRAL LIMITS. The Elective Deferral Contributions item in the
Adoption Agreement is amended to allow a Member to defer more than 20% of Pay
for the Plan Year.
OTHER LIMITS. The Contribution Modifications item in the Adoption Agreement is
amended to allow a percentage greater than 25%.
CATCH-UP CONTRIBUTIONS
EFFECTIVE DATE. This section shall apply to Contributions received after
December 31, 2001.
CATCH-UP CONTRIBUTIONS. If elected by the Employer in the Adoption Agreement,
all employees who are eligible to make Elective Deferral Contributions under
this Plan and who have attained age 50 before the close of the Plan Year shall
be eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Code Section 414(v). Such catch-up contributions shall not
be taken into account for purposes of the provisions of the Plan implementing
the required limitations of Code Sections 402(g) and 415. The Plan shall not be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416,
as applicable, by reason of the making of such catch-up contributions.
The Elective Deferral Contributions item in the Adoption Agreement is amended to
add the following choices:
a) The provisions allowing Catch-up Contributions shall apply to Contributions
received after December 31, 2001.
b) The provisions allowing Catch-up Contributions shall apply to Contributions
received after ___________________________, ___________. (Must be later than
December 31, 2001.)
c) Catch-up Contributions are not permitted.
2
MODIFICATION OF TOP-HEAVY RULES
EFFECTIVE DATE. This section shall apply for purposes of determining whether the
Plan is a Top-heavy Plan for Plan Years beginning after December 31, 2001, and
whether the Plan satisfies the minimum benefits requirements of Code Section
416(c) for such years. This section amends Article X (Article XI GUST proto) of
the Plan.
DETERMINATION OF TOP-HEAVY STATUS.
KEY EMPLOYEE means any Employee or former Employee (and the Beneficiaries of
such Employee) who at any time during the determination period was:
a) an officer of ours if such individual's annual Compensation is more than
$130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning
after December 31, 2002),
b) a 5-percent owner of us, or
c) a 1-percent owner of us who has annual Compensation of more than $150,000.
The determination period is the Plan Year containing the Determination Date.
The determination of who is a Key Employee shall be made according to Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder.
DETERMINATION OF PRESENT VALUES AND AMOUNTS. This section shall apply for
purposes of determining the present values of accrued benefits and the amounts
of account balances of Employees as of the Determination Date.
DISTRIBUTIONS DURING YEAR ENDING ON THE DETERMINATION DATE. The present values
of accrued benefits and the amounts of account balances of an Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Code
Section 416(g)(2) during the one-year period ending on the Determination Date.
The preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or disability, this provision
shall be applied by substituting "five-year period" for "one-year period."
EMPLOYEES NOT PERFORMING SERVICES DURING YEAR ENDING ON THE DETERMINATION DATE.
The accrued benefits and accounts of any individual who has not performed
services for us during the one-year period ending on the Determination Date
shall not be taken into account.
MINIMUM BENEFITS.
MATCHING CONTRIBUTIONS. Employer matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of Code
Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect
to Matching Contributions under the Plan or, if the Plan provides that the
minimum contribution requirement shall be met in another plan, such other plan.
Employer matching contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
Code Section 401(m).
3
CONTRIBUTIONS UNDER OTHER PLANS. We may provide in the Adoption Agreement that
the minimum benefit requirement shall be met in another plan (including another
plan that consists solely of a cash or deferred arrangement which meets the
requirements of Code Section 401(k)(12) and matching contributions with respect
to which the requirements of Code Section 401(m)(11) are met).
MODIFICATION OF TOP-HEAVY RULES -- 401(K) SAFE HARBOR
The top-heavy requirements of Code Section 416 and Article X (Article XI GUST
proto) of the Plan shall not apply in any year beginning after December 31,
2001, in which the Plan consists solely of a cash or deferred arrangement which
meets the requirements of Code Section 401(k)(12) and matching contributions
with respect to which the requirements of Code Section 401(m)(11) are met.
VESTING OF EMPLOYER MATCHING CONTRIBUTIONS
APPLICABILITY. This section shall apply to Members with accrued benefits derived
from Matching Contributions who complete an hour of service under the Plan in a
Plan Year beginning after December 31, 2001.
VESTING SCHEDULE. If the vesting schedule selected in Item U(2) (Item V(2) of
the GUST proto) applies to Matching Contributions and does not provide for a
vesting schedule that is at least as fast as either the 3-year cliff or the
6-year graded vesting schedule required by EGTRRA, the vesting schedule for
Matching Contributions shall be based on the following:
Current Vesting Schedule for EGTRRA Vesting Schedule for
Matching Contributions Matching Contributions
7-year graded 6-year graded
less than 1 0 0
1 0 0
2 0 20
3 20 40
4 40 60
5 60 80
6 80 100
7 100
Current Vesting Schedule for EGTRRA Vesting Schedule for
Matching Contributions Matching Contributions
5-year cliff 3-year cliff
less than 1 0 0
1 0 0
2 0 0
3 0 100
4 0
5 100
4
Current Vesting Schedule For EGTRRA Vesting Schedule For
Matching Contributions Matching Contributions
4-year cliff 3-year cliff
less than 1 0 0
1 0 0
2 0 0
3 0 100
4 100
If the current vesting schedule for Matching Contributions provides for partial
vesting between 0% and 100% (other than a 7-year graded vesting schedule), a
blended schedule shall apply which would provide the better of the current
vesting schedule or the 6-year graded vesting schedule for each year of service.
ROLLOVERS FROM OTHER PLANS
If Rollover Contributions are allowed, the Plan will accept Member Rollover
Contributions and/or direct rollovers of distributions made after December 31,
2001 from the types of plans specified below beginning January 1, 2002.
DIRECT ROLLOVERS
The Plan will accept a direct rollover of an Eligible Rollover Distribution
from:
a) a qualified plan described in Code Section 401(a) or 403(a), including
after-tax employee contributions.
b) an annuity contract described in Code Section 403(b), excluding after-tax
employee contributions.
c) an eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.
MEMBER ROLLOVER CONTRIBUTIONS FROM OTHER PLANS
The Plan will accept a Member contribution of an Eligible Rollover Distribution
from:
a) a qualified plan described in Code Section 401(a) or 403(a).
b) an annuity contract described in Code Section 403(b).
c) an eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.
MEMBER ROLLOVER CONTRIBUTIONS FROM IRAS
The Plan will accept a Member Rollover Contribution of the portion of a
distribution from an individual retirement account or individual retirement
annuity described in Code Section 408(a) or (b) that is eligible to be rolled
over and would otherwise be includible in gross income.
5
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
EFFECTIVE DATE. This section shall apply to distributions made after December
31, 2001.
MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT PLAN. For purposes of the
direct rollover provisions in Section 9.01A (10.02 GUST proto) of the Plan, an
Eligible Retirement Plan shall also mean an annuity contract described in Code
Section 403(b) and an eligible plan under Code Section 457(b) which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this Plan. The
definition of Eligible Retirement Plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
Section 414(p).
MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO EXCLUDE HARDSHIP
DISTRIBUTIONS.
For purposes of the direct rollover provisions in Section 9.01A (10.02 GUST
proto) of the Plan, any amount that is distributed on account of hardship shall
not be an Eligible Rollover Distribution and the Distributee may not elect to
have any portion of such a distribution paid directly to an Eligible Retirement
Plan.
MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO INCLUDE
AFTER-TAX EMPLOYEE CONTRIBUTIONS. For purposes of the direct rollover provisions
in Section 9.01A (10.02 GUST proto) of the Plan, a portion of a distribution
shall not fail to be an Eligible Rollover Distribution merely because the
portion consists of after-tax employee contributions which are not includible in
gross income. However, such portion may be transferred only to an individual
retirement account or individual retirement annuity described in Code Section
408(a) or (b), or to a qualified defined contribution plan described in Code
Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.
REPEAL OF MULTIPLE USE TEST
The multiple use test described in Treasury Regulation section 1.401(m)-2 and
Section 3.07 of the Plan shall not apply for Plan Years beginning after December
31, 2001.
SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION
A Member who receives a distribution of elective deferrals after December 31,
2001, on account of hardship shall be prohibited from making elective deferrals
and member contributions under this and all other plans of ours for six months
after receipt of the distribution. A Member who receives a distribution of
elective deferrals in calendar year 2001 on account of hardship shall be
prohibited from making elective deferrals and member contributions under this
and all other plans of ours for six months after receipt of the distribution or
until January 1, 2002, if later.
6
DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT
EFFECTIVE DATE. This section shall apply for distributions due to severance from
employment occurring after December 31, 2001 and distributions that are
processed after December 31, 2001 regardless of when the severance from
employment occurred.
NEW DISTRIBUTABLE EVENT-DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT. A Member's
Elective Deferral Contributions, Qualified Nonelective Contributions, Qualified
Matching Contributions, and earnings attributable to these Contributions shall
be distributed on account of the Member's severance from employment. However,
such a distribution shall be subject to the other provisions of the Plan
regarding distributions, other than provisions that require a separation from
service before such amounts may be distributed.
PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES
Effective for plan loans made after December 31, 2001, plan provisions
prohibiting loans to any shareholder-employee or Owner-employee shall cease to
apply.
Executed by Principal Life Insurance Company on November 26, 2001
by /s/ James J. Lang .
-----------------------------------
Officer
7
ATTACHMENT E
TRUSTAR(SM) RETIREMENT SERVICES DIRECTED TRUST AGREEMENT
This Trust agreement is made by and between the undersigned Employer and
Delaware Charter Guarantee & Trust Company, a Delaware corporation conducting
business under the trade name of Trustar(SM) Retirement Services. The Employer
has adopted a Plan, named in the Adoption agreement, for the benefit of its
employees. Any change to the name of the Plan shall not affect this Trust
Agreement.
For purposes of this document, the terms trust, Trust Agreement, Trust Fund, and
Trustee refer only to this Attachment E.
The Employer and the Trustee mutually agree as follows:
SECTION .01-THE TRUST AND TRUST FUND.
By signing this Trust Agreement, the Employer establishes the trust to hold and
distribute the Trust Fund in accordance with the provisions of the Plan. Except
to the extent that ERISA applies, the laws of the State of Delaware shall
govern, control, and determine all questions arising with respect to a Trustee
acting pursuant to the provisions of this Trust Agreement, including the
validity of its provisions. This Trust Agreement shall be interpreted in a
manner consistent with the intent to satisfy the relevant provisions of Code
Section 401(a) and such other provisions of the Code that apply to the Plan.
The Trust Fund consists of the assets held at any time, and from time to time,
by the Trusee under this Trust Agreement (including assets held by a group trust
that meets the requirements of Revenue Ruling 81-100 (an "81-100 trust"), which
may be maintained or administered by an Investment Manager, or assets held by a
custodian, transfer agent, broker-dealer, or other entity subject to a proper
arrangement with the Trustee) and shall consist of contributions received by the
Trustee and all manner of investments, and the proceeds thereof, attributable to
those contributions. The Trust Fund shall include only those assets that the
Trustee accepts and which are received by the Trustee. The Trust Fund shall be
valued at current fair market value as of the last day of the Plan Year and, at
the discretion of the Trustee, may be valued more frequently. The valuation
shall take into consideration investment earnings credited, expenses charged,
payments made, and changes in the values of the assets held in the Trust Fund.
The Account of a Member shall be credited with its share of the gains and losses
of the Trust Fund. That part of a Member's Account invested in a funding
arrangement or other investment vehicle which establishes an account or accounts
for such Member thereunder shall be credited with the gains or losses from such
account or accounts. That part of a Member's Account which is invested in other
funding arrangements or other investment vehicles shall be credited with a
proportionate share of the gains or losses of such investments. The share shall
be determined by multiplying the gain or loss of the investment by the ratio of
(i) the part of the Member's Account invested in such funding arrangement or
other investment vehicle to (ii) the total of the Trust Fund invested in such
funding arrangement or other investment vehicle.
The corpus or income of the Trust shall not be used for, or diverted to,
purposes other than for the exclusive benefit of the Members or their
Beneficiaries.
SECTION .02-THE TRUSTEE.
The Trustee accepts this appointment by executing this Trust Agreement.
The Trustee may resign at any time upon thirty (30) days notice to the Employer,
or, with the consent of the Employer, the Trustee may resign with less than
thirty (30) days prior notice. Upon such resignation of the Trustee, the
Employer shall adopt a successor trust, if one is available from the options set
out in the Adoption Agreement.
Annuity Contract No. GA
------------
1
When a successor trust has been established, the resigning Trustee must assign,
transfer, pay over, and deliver to the successor trust all of the Trust Fund,
less any unpaid fees or expenses, and such relevant records as the Trustee may
possess. No trustee under the successor trust shall be obliged to examine the
accounts, records, and acts of any previous Trustee, and such trustee in no way
or manner shall be responsible for any action or omission to act on the part of
any previous Trustee.
The Employer shall notify the Insurer of any change or Trust Agreement or
Trustee.
SECTION .03-DUTIES OF THE TRUSTEE.
The Trustee shall accept Contributions forwarded to Trustee to be held in the
trust and shall hold the Trust Fund and administer it according to the
provisions of this Trust Agreement. The Trustee has no duty to demand or require
that Contributions be made to the trust, nor shall the Trustee be liable to
determine the amount of any Contributions to the trust or the adequacy of such
Contributions to meet or discharge any liabilities of the Employer or the plan.
The Plan Administrator administers the Plan. The Trustee is not responsible for
an aspect of the Plan's administration. A Named Fiduciary may appoint an
Investment Manager to manage, including the power to acquire and dispose of, any
asset of the Plan. The Trustee is not responsible for any aspect of an
Investment Manager's advice, control or management. The Trustee is not required
to look into any action taken by the Employer, the Plan Administrator, the Named
Fiduciary, a Member, or an Investment Manager, and will be fully protected in
taking, permitting, or omitting any action on the basis of their instructions or
direction. Any instructions, notice, or direction by the Employer, Plan
Administrator, the Named Fiduciary, a Member, or an Investment Manager, given in
accordance with the provisions of the Plan shall be given or made as described
in this Trust Agreement; any attempted instruction, direction, or notice made in
any other format shall be void and of no effect and the Trustee shall not act on
such. The Employer will indemnify the Trustee by satisfying any liabilities the
Trustee may incur in acting according to the trust provisions upon instruction,
direction, or notice from the Employer, the Plan Administrator, the Named
Fiduciary, a Member, or an Investment Manager.
SECTION .04-DIRECTED POWERS OF THE TRUSTEE.
The Trustee shall have the following powers with respect to the Trust Fund as
appropriate under this Trust Agreement and subject to direction or instruction
by the Plan Administrator, Named Fiduciary, Investment Manager, or Member as
appropriate under the Plan. In no event shall the Trustee be required to review
such directions or instructions, and the Employer shall indemnify and protect
the Trustee from any claims resulting from following such directions. The
Trustee shall have the power:
a) to receive and hold Contributions forwarded to it under this Trust
Agreement and to invest the Trust Fund in one or more of the following as
directed by the Plan Administrator, the Named Fiduciary, a Member, or an
Investment Manager:
1) 81-100 trust; provided, however, that as long as the Trustee holds
any units in an 81-100 trust hereunder, the instruments establishing
and/or amending any such 81-100 trust shall be adopted and made a
part of this Trust as though fully set forth herein;
2) Custodial arrangement;
3) Loans to Members, provided such loans are duly authorized by the
Plan and that such authorization meets the requirements of both
ERISA and the Code;
4) Cash or other short-term investments including money market funds;
5) Qualifying Employer Securities;
6) Annuity Contracts with the Insurer which provide for either
guaranteed benefits or the
Annuity Contract No. GA
------------
2
investment of Plan assets in one or more separate accounts
maintained by the insurer, or both;
7) Exchange-traded debt and equity securities, mutual fund shares; and
8) Such assets, securities, or investment options as may be necessary
to effectuate the purpose of this Trust.
b) to sell, exchange, convey, transfer, or otherwise to dispose of any
property held by it, by private contract or at public auction;
c) to vote on all matters by the Member pertaining to all securities and
mutual fund shares held by the Trustee directly (other than Qualifying
Employer Securities). The Trustee shall vote any securities and mutual
fund shares that may be held by it solely as directed by the Member in
accordance with this Trust Agreement. If the Trustee received timely
directions on how to vote securities or mutual fund shares with regard to
fewer than all of the securities or mutual fund shares subject to the
vote, the Trustee shall vote such undirected securities or mutual fund
shares in the same proportion as those for which it has received timely
direction. The Trustee shall be under no duty to investigate any matter
relating to a vote and shall have no power or authority to vote other than
as set forth in this agreement;
d) if any securities and mutual fund shares are held in an alternate
arrangement (other than a self-directed brokerage account), including an
81-100 trust, a sub-trust, ancillary trust or in a custodial arrangement,
to inform the trustee or custodian of such alternate arrangement of the
voting directions the Trustee has received with regard to securities or
mutual fund shares held in such alternate arrangement to identify the
securities or mutual fund shares with respect to which the Trustee has
received partial or no direction or instruction. Those securities shall
then be voted in accordance with the documents governing the 81-100 trust,
sub-trust, ancillary trust or custodial arrangement. Nothing in this
agreement shall be held as changing or affecting such other trusts or
agreements. The Trustee shall have no power or authority to act otherwise
than as set out in this paragraph with regard to votes on the securities
and mutual fund shares described in this paragraph;
e) to vote and tender Qualifying Employer Securities held hereunder in the
manner described in the Plan, or if Qualifying Employer Securities are
held in a sub-trust or ancillary trust, to inform the trustee of the
voting directions the Trustee has received and to identify the Qualifying
Employer Securities with respect to which the Trustee has received partial
or no direction or instruction;
f) to vote and tender any securities and mutual fund shares held in a
self-directed brokerage account in the manner described in the Plan and
applicable brokerage account agreements; and
g) to open such brokerage accounts with a broker/dealer on behalf of the
Trust, as may be necessary to effect transactions held in the Trust Fund.
SECTION .05 - COMPLEMENTARY POWERS OF THE TRUSTEE.
In exercising its powers under section .04 of this Trust Agreement and
discharging its duties generally under this Trust Agreement, the Trustee shall
have the following powers with respect to the Trust Fund:
a) to employ, and pay reasonable compensation to, agents, brokers,
broker/dealers, attorneys, accountants, custodians, sub-trustees,
ancillary trustees, or other persons, whose advice or services the Trustee
may deem necessary in carrying out its duties and powers under this Trust
Agreement;
b) to make, execute, acknowledge, and deliver any instruments that may be
necessary to carry out the powers granted it, including custodial, 81-100
trust, sub-trust or ancillary trust agreements;
c) to consult with legal counsel, including the Employer's counsel, with
respect to the meaning or
3
Annuity Contract No. GA _____
construction of, or the Trustee's obligations or duties under, the Plan
and trust, or with respect to any action or proceeding or any question of
law. The Trustee shall be fully protected with respect to any action it
takes in good faith pursuant to the advice of such counsel;
d) to enforce any right, obligation, or claim and, in its absolute
discretion, to protect in any way the interest of the Trust Fund and, if
the Trustee considers such action for the best interests of the Trust
Fund, to abstain from the enforcement of any right, obligation, or claim
and to abandon any property which it has held;
e) to institute, maintain, or defend any litigation necessary in connection
with the administration of the trust, provided the Trustee shall be under
no duty or obligation to do so unless it shall be indemnified to its
satisfaction against all expenses and liabilities which it may sustain or
be paid reasonable compensation for its own extraordinary services in
connection therewith;
f) to hold assets in the Trustee's name or in the name of a nominee and to
cause assets to be held by such custodian, 81-100 trust, sub-trustee or
ancillary trustee, transfer agent, broker, broker/dealer, or other party
as appropriate to carrying out the Trustee's duties under this Trust
Agreement;
g) to do all things necessary, in the Trustee's judgment, for the proper
performance of the Trustee s duties under this Trust Agreement;
h) to assume, until advised to the contrary, that the trust is qualified
under Code Section 401(a);
i) to terminate the Plan's participation in an 81-100 trust or custodial
arrangement if such trust or arrangement limits participation to
qualified plans and the Trustee learns of a determination by the Internal
Revenue Service or a court of competent jurisdiction that the Plan is no
longer qualified or that continued participation in the 81-100 trust,
sub-trust or ancillary trust or custodial arrangement would have adverse
tax consequences for the Plan; and
j) to make appropriate custodial arrangements with a benefits paying agent
for the payment of benefits under the Plan.
SECTION .06 - EXPENSES.
The Trustee shall be reimbursed by the Employer for all expenses incurred by the
Trustee in exercising its powers and carrying out its duties under this Trust
Agreement and for such reasonable compensation for the Trustee as may be agreed
upon from time to time by the Employer and the Trustee. If, and to the extent,
the Employer does not timely pay such expenses and compensation, they shall be
paid from the Trust Fund, either as directed by the Employer, Plan
Administrator, the Named Fiduciary, or Investment Manager, as appropriate in
accordance with the Plan or pro rata with respect to each Member's Account and,
within the investments attributable to that Member's Account including
investments in 81-100 trusts, sub-trusts or ancillary trusts, or custodial
arrangements. The Trustee may also pay other expenses of the Plan, as directed
by the Plan Administrator, the Named Fiduciary, or Investment Manager, as
appropriate in accordance with the Plan, from the Trust Fund in the same manner
as described above. The Trustee is hereby authorized to collect expenses and
compensation as described above.
SECTION .07 - ACCOUNTING.
The Trustee or its designee shall maintain true and accurate records and
accounts reflecting all receipts and disbursements of the Trust Fund and
containing a description of all Trust Fund assets held hereunder. These records
will be open, at the Trustee's regular place of business, to inspection and
audit by the Employer, the Plan Administrator, the Investment Manager, and the
Named Fiduciary at all reasonable times.
4
Annuity Contract No. GA_____
Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical, electrical, or electronic recording,
or other forms of data compilation shall be acceptable means of keeping records.
The Trustee or its designee shall file all reports, returns, and information
required to be filed by Trustees under the Code and regulations and rulings
issued under the Code.
The Trustee or its designee shall file with the Employer an accounting of its
transactions as soon as practical after the first day of each Plan Year or any
other date specified. Any such report or accounting is open to inspection by a
Member for a period of sixty (60) days following the date it is filed. At the
end of the sixty-day period, the Trustee is released and discharged as to any
matters set forth in the report or account, except with respect to any act or
omission as to which a Member, the Employer, the Plan Administrator, or the
Named Fiduciary has filed a written objection within the sixty-day period.
In preparing its reports, the Trustee shall be permitted to rely upon, and deem
accurate without the need for independent verification, reports furnished to the
Employer, Plan Administrator, or Trustee by the Insurer, any Investment Manager,
and any investment fund or custodian.
SECTION .08 -- AMENDMENT.
The Employer delegates authority to Principal Life Insurance Company, as sponsor
of the prototype plan, to amend this Trust Agreement, and hereby agrees to any
such amendment. No such amendment shall alter or increase the duties or
responsibilities of the Trustee without the Trustee's written consent nor permit
any part of the corpus or income of the Trust Fund to be used for, or diverted
to, purposes other than for the exclusive benefit of Members or their
Beneficiaries.
The Employer and the Trustee jointly reserve the right to amend this Trust
Agreement by written instrument executed by both parties at any time upon terms
mutually acceptable, and effective as agreed by the Employer and the Trustee,
subject to the following paragraph.
If the Employer amends this Trust Agreement on its own authority and not by way
of the authority delegated to Principal Life Insurance Company, then this Trust
Agreement and the Plan it funds will no longer be a prototype plan within the
meaning of governmental regulations. In that event, Principal Life Insurance
Company will not be the prototype plan sponsor and the Plan will not be a
prototype plan. The Employer may continue its retirement program under separate
and distinct documents from the Trust Agreement and Plan. However, this Trust
Agreement will cease and all Plan assets and Annuity Contracts held hereunder
will be transferred to an alternate funding medium under the terms of the
terminated, restated, or new plan, whichever is applicable.
SECTION .09 -- TERMINATION.
The Employer reserves the right to terminate this Trust Agreement by a written
instrument delivered to the Trustee. This Trust Agreement shall automatically
terminate upon the dissolution or liquidation of the Employer unless a successor
corporation or business organization agrees in writing to assume the obligations
of the Plan and this trust.
In the event of the termination of the trust while the Plan is being continued,
the Employer agrees to amend the Plan by the adoption of a superceding Adoption
Agreement. The Annuity Contract held in the Trust Fund at the time this trust is
terminated shall be transferred to the Employer and the remainder of the assets
of the Trust Fund shall be transferred to the person or institution authorized
in writing by the Employer to receive such assets.
If the Employer does not direct the transfer of the remainder of the assets of
the Trust Fund to a person or institution authorized in writing by the Employer
to receive such assets or the Trustee
Annuity Contract No. GA
------------
5
is not informed of the identity of any such person, the Trustee shall seek
appointment of an appropriate recipient. The Trustee shall be paid all expenses
incurred in doing so.
In the event of the termination of the Trust Agreement on account of termination
of the Plan, the assets of the Trust Fund shall be applied as directed by the
Employer, the Plan Administrator, or the Named Fiduciary, to provide the
benefits specified in the Plan upon termination of the Plan.
SECTION .10 -- INSURER.
With regard to any portion of the assets of the Trust Fund consisting of Annuity
Contracts issued by an Insurer, such Insurer shall in no event be deemed to be a
party to this trust or to be responsible for its validity. The obligations and
responsibilities of the Insurer shall be measured and determined solely by the
terms of the Annuity Contract and it shall not be required to do any act not
provided in, or any act contrary to, the provisions of such Annuity Contract.
The Insurer shall not be required to look into the terms of this Trust Agreement
or question any action of the Trustee, nor shall it be responsible to see that
any action of the Trustee is authorized. The Insurer shall act only upon the
direction of the Trustee and shall be fully discharged from any and all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee or for any change made, or action taken, upon such
direction and shall not be obligated to see that any money paid by it to the
Trustee or to any person shall be properly distributed or applied. Any
instrument executed by the Trustee may be treated as conclusive. The Insurer
shall be without liability in taking, permitting, or omitting any action on the
faith of any such instrument and shall incur no liability or responsibility for
doing so.
Notices, proposed contract amendments, rate or fee changes, or other
communications regarding any Annuity Contracts that may be held hereunder will
be sent directly to either the Employer or the Trustee shall not take any action
with respect to any such notice, proposed amendment, change, or other
communication unless the Trustee receives appropriate written direction from the
Employer. Any rights of a contractholder under any such Annuity Contract,
including rights to discontinue, amend, or otherwise modify the Annuity Contract
shall be exercised only upon the specific written direction of the Employer.
SECTION .11 -- LIMITATION ON RIGHTS AND REMEDIES.
In any action or proceeding involving the Trust Fund, or the administration of
the Trust Fund, only the Trustee and the Employer shall be the necessary
parties. Unless otherwise ordered by the court entertaining jurisdiction
thereover, no other person having or claiming to have an interest in the Trust
Fund shall be entitled to any notice or service of process. Any final judgment
entered in such an action or proceeding shall be conclusive upon all persons
claiming under this Trust Agreement.
SECTION .12 -- LIMITATION OF TRUSTEE'S LIABILITY.
a) Any direction, instruction, or notice by the Trustee or to the Trustee by
a Member, the Employer, the Plan Administrator, the Investment Manager,
the Named Fiduciary, the Insurer, or other person pursuant to any of the
provisions of this Plan and trust shall be in writing and delivered by
regular mail, and shall be effective only upon actual receipt. The
Employer and the Trustee may agree in writing that any such direction,
instruction, or notice may be given by alternative methods, including
facsimile transmission, telephone, or electronic transmission to any
e-mail address, fax, or telephone number and shall, with regard to such
alternate means of giving any such direction, instruction, or notice,
provide for the use of identifying numbers or procedures that must be
followed with regard to the giving of any such direction, instruction, or
notice. The Employer shall inform the Plan Administrator, Named Fiduciary,
Members, and any Investment Manager of such agreed upon alternative
methods. The Trustee shall not be under any duty or obligation to act on
any notice, instruction, or direction received in a form other than those
agreed upon between the Employer and the Trustee. The Trustee may
absolutely rely upon any and all such directions, instructions, or notices
Annuity Contract No. GA
------------
6
reasonably believed by it to be genuine and shall be fully protected in
acting in accordance therewith. The Employer agrees to indemnify and hold
the Trustee harmless against any loss, cost, claim damage, expense, and
liability (including attorney's fees) and other costs it may incur in
acting upon such notice, instructions, or directions. Except for the
Trustee's own negligence, the Trustee shall incur no liability for any act
or failure to act pursuant to this Trust Agreement, unless a higher
standard of care is imposed by ERISA.
b) The Trustee is not liable for the acts or omissions of any Investment
Manager, the Employer, the Plan Administrator, or the Insurer, nor is the
Trustee under any obligation to invest or otherwise manage any asset of
the Plan which is subject to the management of a properly appointed
Investment Manager. The Employer, the Plan Administrator, the Trustee, and
any properly appointed Investment Manager may execute a letter of
agreement as a part of this Plan delineating the duties, responsibilities,
fee structure, and liabilities of the Investment Manager with respect to
any part of the Trust Fund under the control of the Investment Manager.
c) The Trustee may assume that the Employer, the Plan Administrator, the
Investment Manager, and the Insurer are appropriately discharging their
duties under the Plan and this Trust Agreement unless and until it is
notified to the contrary in writing by any person known to the Trustee to
be a Member in the Plan, the Employer, or a governmental agency with
jurisdiction. In the event the Trustee receives said written notice, then
the Trustee shall take any actions it deems appropriate, including, if the
Trustee so desires, applying to a court of competent jurisdiction and/or
Federal regulatory authorities for guidance with respect to disposition of
the Trust Fund.
d) The Trustee shall have no responsibility for the management and control of
the Trust Fund beyond implementation of instructions, notice, or
directions received by the Trustee in accordance with this Trust
Agreement, it being contemplated that all Plan assets will be under the
control or direction of the Insurer or a properly appointed Investment
Manager, or subject to Member, Employer, Plan Administrator, or Named
Fiduciary direction. The Trustee shall not be responsible for reviewing
reports provided by the Insurer or any Investment Manager. The Trustee
will be under no duty of inquiry or review with regard to any direction,
instruction, or notice that it may receive in accordance with this Trust
Agreement.
e) The duties and responsibilities of the Trustee shall be limited to those
set forth in this Trust Agreement and nothing contained in this Trust
Agreement shall be deemed, either expressly or by implication, to impose
any additional duties, powers, or responsibilities on the Trustee.
SECTION .13 - SECTION 404(C) COMPLIANCE.
The Trustee shall have no duty or responsibility to review any aspect of the
Plan or its administration relating to compliance with ERISA Section 404(c).
SECTION .14 - MISCELLANEOUS.
a) Third Parties Dealing with Trustee. To the extent permitted by law, no
person shall be obliged to see to the application of any money paid or
property delivered to the Trustee, nor shall any such person be required
to take cognizance of the provisions of this Trust Agreement. In general,
each person dealing with the Trustee may act upon any advice, request, or
representation in writing by the Trustee, or the Trustee's duly authorized
agent, and shall not be liable to any person in so doing.
b) Certificate of Authority from Third Parties. The Trustee may require
delivery to it of a copy of any certificate, notice, or other instrument
or information believed by it to be necessary to perform its duties
hereunder and may rely and act upon the basis of any such certificate,
notice, instrument, or other information furnished to the Trustee which it
believes to be reliable and to have been signed, made, or presented by the
proper party or parties.
Annuity Contract No. GA
------------
7
c) No Liability for Actions of Employer and Plan Administrator. To the extent
permitted by law, the Trustee shall not be responsible for any act or
omission of the Employer, the Plan Administrator, the Investment Manager,
or the Named Fiduciary. The Trustee shall be under no duty to inquire into
any rule, regulation, instruction, direction, or order purporting to have
been issued by the Employer, the Plan Administrator, the Investment
Manager, or Named Fiduciary.
d) Other. Notwithstanding anything else in this Trust Agreement, the Trustee
has the right, but not the obligation, to seek guidance from a court of
competent jurisdiction or Federal regulatory authorities with respect to
the handling and disposition of the Trust Fund.
e) Assignment or Alienation. No interest under this trust may be alienated,
anticipated, encumbered or assigned, voluntarily or involuntarily and any
such attempted assignment, alienation, anticipation, or encumbrance shall
be void and of no effect. Nothing in this Trust Agreement, however, shall
prevent an assignment or alienation that the Plan Administrator advises
the Trustee is necessary to fulfil the requirements of a qualified
domestic relations order, as defined in ERISA Section 206(d) and Code
Section 414(p).
f) No Reversion. Except as may be specifically permitted by the Plan, under
no circumstances shall any asset held in the Trust Fund or any
Contributions made to the trust ever revert to or be used or enjoyed by,
the Employer or used for any other purpose than the funding or provision
of benefits to eligible Members or their Beneficiaries or the satisfaction
of other lawful obligations of the Plan prior to the satisfaction of all
liabilities under the Plan. The Trustee shall be under no obligation to
return any asset of the Trust Fund to the Employer, unless the Trustee has
received written certification from the Employer that all Plan liabilities
have been satisfied and that the Plan has been terminated or written
certification that the amount requested by the Employer is the result of a
bona fide mistake of fact described in Code Section 401(a)(2) and is in
accord with the provisions of the Plan. The Trustee may rely completely on
such written certification.
g) Construction. This Trust Agreement shall be interpreted in a manner
consistent with the requirements of Code Section 401(a), so that the trust
remains tax exempt under Code Section 501. If the terms of this Trust
Agreement conflict with relevant terms of ERISA, the Code, or Delaware
law, the requirements of those laws shall be deemed to be part of this
Trust Agreement and shall supersede any other provision in this Trust
Agreement that is to the contrary. This Trust Agreement shall be construed
as though jointly drafted by the Trustee and the Employer and according to
the fair intent of the language as a whole and not for or against anyone.
The term "including" shall be construed providing examples only and as
being without limitation.
h) Authority of Individuals. Each individual signing this Trust Agreement
represents and warrants that she or he has, individually or in concert
with the other persons signing this Trust Agreement on behalf of the same
entity, the authority to sign this Trust Agreement and thereby bind that
entity to the terms and conditions of this Trust Agreement.
SECTION .15 - EXECUTION.
This Trust Agreement shall be executed in counterparts, each of which shall be
deemed an original.
SECTION .16 - WAIVER.
It is understood and agreed that no failure or delay to exercise, nor any single
or partial exercise of, any right, power, or privilege given or arising under
this Trust Agreement shall operate as a waiver of future rights to exercise any
such right, power, or privilege.
Annuity Contract No. GA
------------
8
SECTION .17 - CHANGE IN PLAN TERMS.
Changes to the Plan or the operation of the Plan shall not serve to increase or
decrease the responsibility, duties, or obligations of the Trustee under this
Trust Agreement. The Trustee shall be obligated to no more than continued
performance under this Agreement as if the changes to the Plan had not occurred.
IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement to be
effective as of the date both the Employer and the Trustee have both signed this
Trust Agreement.
FOR THE EMPLOYER
Equity One, Inc.
By /s/ Diane Belz
------------------------------------------------------------------------------
(Signature)
Business Title Senior Vice President
-----------------------------------------------------------------
Print Name Diane Belz
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
Date 16th day of August , 2002 .
------------- ----------------------------------------- -----------
The undersigned hereby accepts appointment as Trustee hereunder and agrees to be
bound by the terms of this Trust Agreement.
ACCEPTANCE OF THE TRUSTEE
DELAWARE CHARTER GUARANTEE & TRUST COMPANY,
a Delaware corporation conducting business
under the trade name of Trustar(SM) Retirement Services
By /s/ Arthur J. Bacci
------------------------------------------------------------------------------
Business Title Vice President
------------------------------------------------------------------
Date August 16, 2002
-----------------------------------------
Annuity Contract No. GA
------------
9