PRISM PROTOTYPE RETIREMENT PLAN & TRUST
Section 401(k) Profit Sharing Plan
(Nonstandardized)
Adoption Agreement (1)
The Employer(2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) Prototype
Retirement Plan & Trust Basic Plan Document # 05.
A. Employer Information:
1. Name: Midland-Guardian Co.
2. Address: 7000 Midland Boulevard
3. Address: Amelia, OH 45102
4. Attention: Ed Heskamp Telephone: 513-943-7100
5. Employer Taxpayer Identification Number(3) : 31-0626204
B. Basic Plan Provisions:
1. Plan Name (select one):
___ a. This plan is established effective, (the "Effective Date") as a
profit sharing plan and trust (optionally with a cash or
deferred arrangement as defined in Code Section 401(k)) to be
known as (the "Plan") in the form of the PRISM(R) Prototype
Retirement Plan & Trust.
_X_ b. This plan is an amendment and restatement in the form of the
PRISM(R) Prototype Retirement Plan & Trust, effective January 1,
1999, (the "Effective Date") of the Midland-Guardian Co.
Salaried Employees 401(k) Savings Plan and Trust (the "Plan"),
originally effective as of January 1, 1982 (the "Original
Effective Date").
2. Employer's Three Digit Plan Number: 002
3. Committee Members(4) :
John I. VonLehman, Ronald L. Gramke, Edward J. Heskamp and
W. Todd Gray
4. Definitions:
a. Compensation for allocation purposes:
i Will be determined over the following applicable period
(select only one):
_X_ (a) the Plan Year
___ (b) the period of Plan participation during the Plan
Year
___ (c) a consecutive 12 month period commencing on and
ending with, or within, the Plan Year.
_X_ ii If selected, Compensation will include Employer
contributions made pursuant to a Salary Reduction
Agreement, or other arrangement, which are not
includible in the gross income of the Employee
under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b)
of the Internal Revenue Code.
iii Shall not include (select as many as desired):
___ (a) Bonuses
___ (b) Commissions
___ (c) Taxable fringe benefits identified below:
_X_ (d) Other items of remuneration identified below:
Any special pay or any amounts paid or accrued
to a participant as severance pay, or as a
contribution to any profit sharing plan,
pension plan, plan of deferred compensation to
the extent the contributions are not included
in the gross income of the Employee for the
taxable year in which contributed or other
employee benefit plan maintained by the
company, or paid to the participant as
reimbursement for expenses incurred on behalf
of the Company. Taxable benefit of excess life
insurance coverage is also excluded.
iv Shall be limited to $ , which shall be the maximum
amount of compensation considered for plan allocation
purposes (but not for testing purposes), and may not be
an amount in excess of the Internal Revenue Code
Section 401(a)(17) limit in effect for the Plan
Year(5). If no amount is specified, Compensation shall
be limited to the Internal Revenue Code Section
401(a)(17) amount, as adjusted by the Secretary of the
Treasury from time to time.
b. Early Retirement Date:
_X_ i is not applicable to this Plan
___ ii is the latter of the date on which the Participant
attains age (not less than 55) and the date on which
the Participant completes Years of Service.
c. Hour of Service shall be determined on the basis of the
method selected below. Only one method may be selected.
The method shall be applied to all Employees covered under
the Plan as follows (select only one):
_X_ i On the basis of actual hours for which an Employee is
paid, or entitled to be paid.
___ ii On the basis of days worked. An Employee shall be
credited with ten (10) Hours of Service if under
Section 1.1(U) of the Plan such Employee would be
credited with at least one (1) Hour of Service during
the day.
___ iii On the basis of weeks worked. An Employee shall be
credited with forty-five (45) Hours of Service if
under Section 1.1(U) of the Plan such Employee would be
credited with at least one (1) Hour of Service during
the week.
___ iv On the basis of semi-monthly payroll periods. An
Employee shall be credited with ninety-five (95) Hours
of Service if under Section 1.1(U) of the Plan such
Employee would be credited with at least one (1) Hour
of Service during the semi-monthly payroll period.
___ v On the basis of months worked. An Employee shall be
credited with one hundred ninety (190) Hours of Service
if under Section 1.1(U) of the Plan such Employee would
be credited with at least one (1) Hour of Service
during the month.
d. Limitation Year shall mean the 12 month period commencing on
January 1 and ending on December 31.
e. Normal Retirement Date for each Participant shall mean
(select one):
_X_ i the date the Participant attains age: 65 (not to
exceed 65)
___ ii the latter of the date the Participant attains age
(not to exceed 65) or the (not to exceed 5th)
anniversary of the participation commencement date.
If for the Plan Years beginning before January 1, 1988,
Normal Retirement Date was determined with reference to
the anniversary of the participation commencement date
(more than 5 but not to exceed 10 years), the
anniversary date for Participants who first commenced
participation under the Plan before the first Plan Year
beginning on or after January 1, 1988 shall be the
earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the Plan (or
such anniversary as had been elected by the employer,
if less than 10) or (B) the fifth anniversary of the
first day of the first Plan Year beginning on or after
January 1, 1988. Notwithstanding any other provisions
of the Plan, the participant commencement date is the
first day of the first Plan Year in which the
Participant commenced participation in the Plan.
f. Permitted Disparity Level, for purposes of allocating
Employer Contributions, shall mean (select only one):
_X_ i Not applicable - the Plan does not use permitted
disparity.
___ ii The Taxable Wage Base, which is the contribution and
benefit base under section 230 of the Social Security
Act at the beginning of the year.
___ iii % (not greater than 100%) of the Taxable Wage Base as
defined in B(4)(f)(ii) above.
___ iv $, provided that the amount does not exceed the Taxable
Wage Base as defined in B(4)(f)(ii) above.
g. Plan Year shall mean (select and complete only one of the
following):
___ i the 12-consecutive month period which coincides with
the Limitation Year. The first Plan Year shall be the
period commencing on the Effective Date and ending on
the last day of the Limitation Year.
___ ii the 12-consecutive month period commencing on , 19 ,
and each annual anniversary thereof.
_X_ iii the calendar year (January 1 through December 31).
h. Qualified Distribution Date, for purposes of making
distributions under the provisions of a Qualified Domestic
Relations Order (as defined in Internal Revenue Code Section
414(p)), _X_ shall ___ shall not be the date the order is
determined to be qualified. If shall is selected, the
Alternate Payee will be entitled to an immediate
distribution of benefits as directed by the Qualified
Domestic Relations Order. If shall not is selected, the Al-
ternate Payee may only take a distribution on the earliest
date that the Participant is entitled to a distribution.
i. Spouse:
___ If selected, Spouse shall mean only that person who
has actually been the Participant's spouse for at
least one year.
j. Year of Service shall mean:
i For eligibility purposes (select one of the following):
___ (a) the 12 consecutive months during which an
Employee is credited with (not more than 1000)
Hours of Service.
_X_ (b) a Period of Service (using the elapsed time
method of counting Service, as described in
Section 1.1(N)(3) of the Plan).
ii For allocation accrual purposes (select one of the
following):
___ (a) the 12 consecutive months during which an
Employee is credited with (not more than 1000)
Hours of Service.
_X_ (b) a Period of Service (using the elapsed time
method of counting Service, as described in
Section 1.1(N)(3) of the Plan).
iii For vesting service purposes (select one of the
following):
___ (a) the 12 consecutive months during which an
Employee is credited with (not more than 1000)
Hours of Service.
_X_ (b) a Period of Service (using the elapsed time
method of counting Service, as described in
Section 1.1(N)(3) of the Plan).
iv For purpose of computing Years of Service in plans
where Year of Service is defined in terms of Hours of
Service, the consecutive 12 month period shall be:
(a) For eligibility purposes, the first Year of
Service shall be computed using the 12 month
period commencing on the Employee's date of hire
and ending on the first annual anniversary of the
Employee's date of hire (the "Initial Computation
Period"). In the event an employee does not
complete an eligibility Year of Service during
this initial computation period, the computation
period shall be (select only one):
_X_ (1) the period commencing on each annual
anniversary of the Employee's date of hire
and ending on the next annual anniversary
of the Employee's date of hire.
___ (2) the Plan Year, commencing with the Plan
Year in which the Initial Computation Pe-
riod ends.
(b) For vesting purposes, Years of Service shall be
computed on the basis of:
_X_ (1) the period commencing on each annual
anniversary of the Employee's date of hire
and ending on the next annual anniversary
of the Employee's date of hire.
___ (2) the Plan Year, commencing with the
first Plan Year an Employee completes an
Hour of Service.
(c) For allocation accrual purposes, Year of Service
shall be computed on the basis of the Plan Year.
___ v For eligibility purposes, Years of Service with the
following Predecessor Employers shall count in
fulfilling the eligibility requirements for this Plan:
___ vi For vesting purposes, Years of Service with the
following Predecessor Employers shall count for
purposes of determining the nonforfeitable amount of a
Participant's account:
5. Coverage:
This Plan is extended by the Employer to the following Employees
who have met the eligibility requirements (select as many as
appropriate):
___ i All Employees
___ ii Salaried Employees
___ iii Sales Employees
___ iv Hourly Employees
___ v Leased Employees
___ vi All Employees except (select as applicable):
___ (a) those who are members of a unit of Employees
covered by a collective bargaining agreement
between the Employer and Employee representatives,
if retirement benefits were the subject of good
faith bargaining and if two percent or less of the
Employees who are covered pursuant to that
agreement are professionals as defined in
Section 1.410(b)-9 of the Regulations. For this
purpose, the term "Employee representative" does
not include any organization more than half of
whose members are Employees who are owners,
officers, or executives of the Employer.
___ (b) those who are nonresident aliens (within the
meaning of Internal Revenue Code Section
7701(b)(1)(B)) and who receive no earned income
(within the meaning of Internal Revenue Code
Section 911(d)(2)) from the Employer which
constitutes income from sources within the United
States (within the meaning of Internal Revenue Code
Section 861(a)(3)).
___ vii Union Employees (who are members of the following
unions or union affiliates:
_X_ viii Other Employees, described as follows:
All Employees, excluding those hired by the Company
to regularly work less than 1,000 hours in a year.
6. Eligibility:
An Employee covered by the Plan may become a Participant upon
completion of the following eligibility requirements:
a. Service(6) :
___ i There shall be no minimum service requirement for an
Employee to become a Participant.
___ ii The Employee must complete Month of Service (not more
than 2 years) to be a Participant for purposes of
receiving allocations of Employer Profit Sharing
Contributions.
b. Age:
___ i There shall be no minimum age requirement for an
Employee to become a Participant.
___ ii The Employee must attain age (not more than 21) to
be a Participant in the Plan.
c. Waiver of Age and Service Requirements:
___ i Notwithstanding the provisions of Items B(6)(a)
and (b), Employees who have not satisfied the age
and service requirements, but would otherwise be
eligible to participate in the plan, shall be
eligible to participate on the Effective Date.
___ ii For new Plans, notwithstanding the provisions of
Items B(6)(a) and (b), Employees who have not
satisfied the age and service requirements, but would
otherwise be eligible to participate in the plan,
shall be eligible to participate on the Effective
Date.
d. Entry Dates:
Upon completion of the eligibility requirements, an Employee
shall commence participation in the Plan (select only one):
___ i As soon as practicable under the payroll practices
utilized by the Employer, and consistently applied
to all Employees, or if earlier, the first day of
the Plan Year(7).
___ ii As of the first day of the month following the
completion of the eligibility requirements.
___ iii As of the earliest of the first day of the Plan
Year, fourth, seventh or tenth month of the Plan
Year next following completion of the eligibility
requirements.
___ iv As of the earliest of the first day of the Plan
Year or seventh month of the Plan Year next
following completion of the eligibility
requirements.
___ v As of the first day of the Plan Year next following
completion of the eligibility requirements (may only
be selected if the eligibility year of service
requirement is 6 months or less).
7. Vesting:
a. The percentage of a Participant's Employer Contribution
Account (attributable to Employer Profit Sharing
Contributions) to be vested in him or her upon termination
of employment prior to attainment of the Plan's Normal
Retirement Date shall be(8):
Completed Years of Service
1 2 3 4 5 6 7
____ ____ ____ ____ ____ ____ ____
___ i 0% 100%
___ ii 0% 0% 100%
___ iii 0% 20% 40% 60% 80% 100%
___ iv 0% 0% 20% 40% 60% 80% 100%
___ v 10% 20% 30% 40% 60% 80% 100%
___ vi 0% 0% 0% 0% 100%
___ vii 0% 0% 0% 0% 0% 0% 100%
___ viii Full and immediate vesting upon entry into the Plan (9)
Notwithstanding anything to the contrary in the Plan,
the amount inserted in the blanks above shall not
exceed the limits specified in Code Section 411(a)(2).
b. For purposes of computing a Participant's vested account
balance, Years of Service for vesting purposes _X_ shall
___ shall not include Years of Service before the Employer
maintained this Plan or any predecessor plan, and _X_ shall
___ shall not include Years of Service before the Employee
attained age 18.
c. Notwithstanding the provisions of this Item B(7)(c) of the
Adoption Agreement, a Participant shall become fully vested
in his Participant's Employer Contribution if(10):
___ i the Participant's job is eliminated without the
Participant being offered a comparable position
elsewhere with the Employer.
___ ii for such reason as is described below:
8. Employer Profit Sharing Contributions:
a. Contributions:
___ i In its discretion, the Employer may contribute
Employer Profit Sharing Contributions to the Plan.
___ ii The Employer shall contribute Employer Profit
Sharing Contributions to the Plan in the amount
of % of the Compensation of all Eligible
Participants under the Plan.
___ iii If selected, the Employer may make Employer Profit
Sharing Contributions without regard to current or
accumulated Net Profits of the Employer for the
taxable year ending with, or within the Plan Year.
___ iv If selected, the Employer may designate all or any
part of the Employer Profit Sharing Contributions
as Qualified Nonelective Contributions, provided,
however, that contributions so designated will be
subject to the same vesting, distribution, and
withdrawal restrictions as Before Tax
Contributions(11).
b. Allocations:
Employer Profit Sharing Contributions shall be allocated to
the accounts of eligible Participants according to the
following selected allocation formula:
___ i The Employer Profit Sharing Contributions shall
be allocated to each eligible Participant's
account in the ratio which the Participant's
Compensation bears to the Compensation of all
eligible Participants. Employer Profit Sharing
Plan Contributions, shall be allocated to the
accounts of Participants who have completed a
Year of Service(12) (select one):
___ (a) as of the last day of the month preceding
the month in which the contribution was
made.
___ (b) as of the last day of the Plan quarter
preceding the quarter in which the
contribution was made.
___ (c) as of the last day of the Plan Year.
___ ii The Employer Profit Sharing Contributions shall
be allocated in accordance with the following
formula:
___ (a) If the Plan is Top-Heavy, the contribution
shall be first credited to each eligible
Participant's Account in the ratio which
the Participant's Compensation bears to
the total Compensation of all eligible
Participants, up to 3% of each
Participant's Compensation.
___ (b) If the Plan is Top-Heavy, any Employer
Profit Sharing Contribution remaining
after the allocation in (a) above shall be
credited to each eligible Participant's
account in the ratio which the
Participant's Excess Compensation(13)
bears to the total Excess Compensation of
all eligible Participants, up to 3% of
each eligible Participant's Excess
Compensation.
___ (c) Any contributions remaining after the
allocation in (b) above shall be credited
to each eligible Participant's account in
the ratio which the sum of the
Participant's total Compensation and
Excess Compensation bears to the sum of
the total Compensation and Excess
Compensation of all eligible Participants,
up to an amount equal to the maximum
Excess Percentage times the sum of the
Participant's Compensation and Excess
Compensation. If the Plan is Top-Heavy,
the maximum Excess Percentage is N/A%
(insert percentage). If the Plan is not
Top-Heavy, the maximum Excess Percentage
is N/A% (insert percentage, which shall
not exceed the prior Excess Percentage
limitation specified by more than 3).
Note: If the Permitted Disparity Level defined
at Item B(4)(f) is the Taxable Wage Base
(which is the contribution and benefit
base under section 230 of the Social
Security Act at the beginning of the
year), then the maximum Excess Percentage
should be 2.7% if the Plan is Top-Heavy
and 5.7% if the Plan is not Top-Heavy.
If the Permitted Disparity Level defined
at Item B(4)(f) is greater than 80% but
less than 100% of the Taxable Wage Base,
then the maximum Excess Percentage should
be 2.4% if the Plan is Top-Heavy and 5.4%
if the Plan is not Top-Heavy.
If the Permitted Disparity Level defined
at Item B(4)(f) is greater than the
greater of $10,000 or 20% of the Taxable
Wage Base, but not more than 80%, then the
maximum Excess Percentage should be 1.3%
if the Plan is Top-Heavy and 4.3% if the
Plan is not Top-Heavy.
___ (d) Any remaining Employer Profit Sharing Con-
tribution shall be allocated among
eligible Participants' accounts in the
ratio which the Participant's Compensation
bears to the total Compensation of all
Participants.
___ iii If selected, and the Employer has elected to
allocate Employer Profit Sharing Plan Contributions
as of the last day of the Plan Year, a Participant
must be employed by the Employer on the last day of
the Plan Year in order to receive an
allocation(14).
___ iv A Participant who terminates before the end of the
period for which contributions are allocated shall
share in the allocation of Employer Profit Sharing
Contributions if termination of employment was the
result of (select all that apply):
___ (a) retirement
___ (b) disability
___ (c) death
___ (d) other, as specified below:
9. Rollover & Transfer Contributions (select one):
_X_ a. Subject to policies, applied in a consistent and
nondiscriminatory manner, adopted by the Committee,
each Employee, who would otherwise be eligible to
participate in the Plan except that such Employee has
not yet met the eligibility requirements, and each
Participant may make a Rollover Contribution as
described in Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
___ b. Subject to policies, applied in a consistent and
nondiscriminatory manner, adopted by the Committee,
each Participant may make a Rollover Contribution as
described in Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
___ c. No Employee shall make Rollover Contributions to the
Plan.
10. Distributions:
a. Distributions Upon Separation from Service:
The Normal Form of Benefit under the Plan shall be a
single lump sum distribution, made _X_ (if selected) as
soon as administratively practical after receipt of a
distribution request from a Participant entitled to a
distribution or ___ (if selected) upon the Participant's
attainment of the Plan's Early Retirement Date or the
Plan's Normal Retirement Date, whichever is earlier.
In addition to the Normal Form of Benefit, the
Participant shall be entitled to select from among the
following optional forms of benefit specified by the
employer (select as many as apply):
_X_ i Installment payments
___ ii Such other forms as may be specified below:
b. In-Service Distributions (select as may be appropriate):
___ i There shall be no in-service distribution of
Participant account balances derived from
Employer Profit Sharing Contributions.
___ ii Participants may request an in-service
distribution of their account balance
attributable to Employer Profit Sharing Con-
tributions, for the following reasons:
___ (a) For purposes of satisfying a financial
hardship, as determined in accordance
with the uniform nondiscriminatory
policy of the Committee;
___ (b) Attainment of age 59-1/2 by the
Participant; or
___ (c) Attainment of the Plan's Normal
Retirement Date by the Participant.
11. Forfeitures:
a. Forfeitures of amounts attributable to Employer Profit
Sharing Contributions shall be reallocated as of:
___ i the last day of the Plan Year in which the
Forfeiture occurred.
___ ii the last day of the Plan Year following the
Plan Year in which the Forfeiture occurred.
___ iii the last day of the Plan Year in which the
Participant suffering the Forfeiture has
incurred five consecutive One Year Breaks in
Service.
b. Forfeitures of Employer Profit Sharing Contributions
shall be reallocated as follows:
___ i Not applicable as Employer Profit Sharing
Contributions are always 100% vested and
nonforfeitable.
___ ii Used first to pay the expenses of administering
the Plan, and then allocated pursuant to one of
the following two options(15):
___ iii Forfeitures shall be allocated to Participant's
accounts in the same manner as Employer Profit
Sharing Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of the
Employer, for the year in which the Forfeiture
arose.
___ iv Forfeitures shall be applied to reduce the
Employer Profit Sharing Contributions,
Employer Matching Contributions, Qualified
Nonelective Contributions or Qualified Matching
Contributions, in the discretion of the
Employer, for the Plan Year following the Plan
Year in which the Forfeiture arose.
12. Limitations on Allocations:
If the Employer maintains or ever maintained another qualified
retirement plan in which any Participant in this Plan is (or
was) a participant, or could possibly become a participant, the
Employer must complete the following:
a. If the Participant is covered under another qualified
defined contribution plan maintained by the Employer
other than a Master or Prototype Plan:
___ i The provisions of this Plan shall apply as if
the other plan were a Master or Prototype plan;
or,
___ ii The following provisions will be effective to
limit the total Annual Additions to the Maximum
Permissible Amount, and will properly reduce
any Excess Amounts, in a manner that precludes
Employer discretion:
b. If the Participant is or ever has been a participant in
a qualified defined benefit plan maintained by the
Employer, the following provisions will be effective to
satisfy the 1.0 limitation of Internal Revenue Code
Section 415(e), in a manner that precludes Employer
discretion:
Contributions to employee accounts under this plan will
be reduced to the level necessary to pass the Section
415(e) limitation.
13. Internal Revenue Code Section 411(d)(6) Protected Benefits:
_X_ 1 If selected, the Plan has Internal Revenue Code
Section 411(d)(6) Protected Benefits from a prior plan
that this Plan amends, that must be protected.
(Attach addendum)
14. Top-Heavy Plan Provisions:
For each Plan Year in which the Plan is a Top-Heavy Plan the
following provisions will apply:
a. The percentage of a Participant's Employer Contribution
Account to be vested in him upon termination of
employment prior to retirement shall be:
___ i a percentage determined in accordance with the
following schedule:
Years of Service Percentage
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100;
___ ii 100% vesting after (not to exceed 3) Years of
Service; provided, however, that Years of
Service may not exceed two (2) if the service
requirement for eligibility exceeds 1 year; or
_X_ iii computed in accordance with the vesting
schedule selected by the Employer in Items
B(7)(a) or C(4)(d), as long as the benefits
under the vesting schedule in Items B(7)(a) or
C(4)(d), vest at least as rapidly as the two
options specified in this Item B(14)(a), above.
If the vesting schedule under the Plan shifts in or out
of the schedules above for any Plan Year because of the
Plan's Top-Heavy status, such shift is an amendment to
the vesting schedule and the election in Section 2.2 of
the Basic Plan Document applies.
b. For purposes of minimum Top-Heavy allocations,
contributions and forfeitures equal to 3 % (not less
than 3%) of each Non-key Employee's Compensation will be
allocated to each Participant's Contribution Account
when the Plan is a Top-Heavy Plan, except as otherwise
provided in the Basic Plan Document. This Item 14 will
not apply to any Participant to the extent the
Participant is covered under any other plan or plans of
the Employer and the Employer completes the following:
(Insert the name of the plan or plans which will meet
the minimum allocation or benefit requirement
applicable to Top-Heavy plans.) Midland-Guardian Co.
Salaried Employees Pension Plan.
c. The Valuation Date as of which account balances or
accrued benefits are valued for purposes of computing
the Top-Heavy Ratio shall be the last day of each Plan
Year.
d. If the Employer maintains or has ever maintained one or
more defined benefit plans which have covered or could
cover a Participant in this Plan, complete the
following:
Present Value: For purposes of establishing Present
Value to compute the Top-Heavy Ratio, any benefit shall
be discounted only for mortality and interest based on
the following:
Interest rate 8% Mortality table: 1983 Group Annuity
Mortality Table
15. Investments:
a. Investments made pursuant to the investment direction
provisions of the Basic Plan Document shall be made into
any appropriate Investment Fund as selected by the
Employer. In addition, investment of Plan assets is
expressly authorized, as required by Revenue Ruling
81-100, in each of the following common or collective
funds sponsored by the Trustee, or an affiliate of the
Trustee(16):
Key Trust Company EB Managed Guaranteed
Investment Contract Fund, The Key Trust Company Multiple
Investment Trust for Employee Benefit Trusts, and other
collective trusts exempt from tax under IRC Section 501 and as
described in Rev. Rul. 81-100.
_X_ b. If selected, an Employer Stock Fund shall be available
as an Investment Fund pursuant to the terms of the
Basic Plan Document.
___ i If selected, and an Employer Stock Fund is
available as an Investment Fund, Participants
will have the right, notwithstanding any other
provisions of the Plan, to direct that a
portion of the Plan assets held for their
benefit and invested in the Employer Stock Fund
be diversified pursuant to the provisions of
Section 10.7(F) of the Basic Plan Document.
c. Participants may make changes of existing account
balances and future contributions from among the
Investment Funds offered:
_X_ i Once during each business day that the Trustee
and the New York Stock Exchange are open.
___ ii Once during each calendar month.
___ iii Once during each quarter of the Plan Year.
___ iv Once during each rolling day period.
d. If selected, the Participant shall be restricted in
making changes of existing account balances from any
Investment Fund, as specified in the terms or conditions
of such Investment Fund, and the Employer shall attach
an addendum specifying such restriction.
e. The Participant will designate into which Investment
Funds all contributions to their accounts are made,
except the following:
___ i Employer Profit Sharing Contributions
___ ii Employer Mandatory Matching Contributions
___ iii Employer Discretionary Matching Contributions
___ iv Qualified Matching Contributions
___ v Qualified Nonelective Contributions
f. If selected, and to the extent a selection is made
above, the Employer shall attach an Investment Direction
Addendum specifying how the contributions so specified
shall be invested among the Investment Fund.
g. If selected, the Participant shall be restricted in
the use of the Employer Stock Fund as an Investment
Fund for designating the investment of contributions
in the Participant's account, as follows:
___ i The Participant may not direct the
investment of Plan assets held in their
account into the Employer Stock Fund.
___ ii The Participant may direct % of the
following contributions into the Employer
Stock Fund:
___ (a) Employer Profit Sharing Contributions
___ (b) Employer Mandatory Matching
Contributions
___ (c) Employer Discretionary Matching
Contributions
___ (d) Qualified Matching Contributions
___ (e) Qualified Nonelective Contributions
___ iii % of the following contributions will be
invested into the Employer Stock Fund, with
the balance invested among:
___ (a) the other Investment Funds, including
the Employer Stock Fund
___ (b) the other Investment Funds, not
including the Employer Stock Fund
16. Loans (select one):
_X_ a. Loans may be made from the Plan in accordance with the
Basic Plan Document and such policies and procedures
as the Committee may adopt and apply on a consistent
and nondiscriminatory basis(17).
___ b. No loans shall be made from the Plan.
17. Trustee:
The Trustee of this Plan shall be Key Trust Company of Ohio, NA
(a bank or trust company affiliated with KeyCorp within the
meaning of Internal Revenue Code Section 1504).
18. Effective Date Addendum:
___. If selected, the following provisions shall have the
specified effective dates (which are different from the
date specified in Item B(1)):
C. Section 401(k) Plan Provisions:
1. Service:
An Eligible Employee shall be required to fulfill the following
eligibility service requirements in order to participate in the
Plan through a salary reduction agreement and for purposes of
receiving an allocation of Employer Matching Contributions:
_X_ a. The Employee must complete 0 Days of Service (not more
than 1 year) to be a Participant for purposes of
receiving allocations of Employer Matching
Contributions.
_X_ b. The Employee must complete 0 Days of Service (not more
than 1 year) to be a Participant for purposes of
entering into a Salary Reduction Agreement and having
Employee Before Tax Contributions or Employee After
Tax Contributions contributed to the Plan on the
Employee's behalf.
2. Employee Salary Deferrals:
_X_ a. Participants shall be entitled to enter into a Salary
Reduction Agreement providing for Before Tax
Contributions to be made to the Plan.
i The minimum Before Tax Contribution shall be 1 % of
the Participant's Compensation.
ii The maximum Before Tax Contribution shall be 16 %
of the Participant's Compensation.
___ b. Participants shall be entitled to enter into a Salary
Reduction Agreement providing for After Tax
Contributions to be made to the Plan.
___ i The minimum After Tax Contribution shall be %
of the Participant's Compensation.
___ ii The maximum After Tax Contribution shall be %
of the Participant's Compensation.
___ iii If selected, notwithstanding the above, a
Participant shall not be able to enter into a
Salary Reduction Agreement providing for After
Tax Contributions to be made to the Plan unless
the Participant has entered into a Salary
Reduction Agreement that provides for Before
Tax Contributions to be made to the Plan in an
amount of at least % of the Participant's
Compensation.
___ c. If selected, a Participant shall be entitled to enter
into a Salary Reduction Agreement providing that any
extraordinary item of compensation, not yet payable
(including bonuses), be withheld from the Participant's
Compensation and contributed to the Plan as either a
Before Tax Contribution, or After Tax Contribution
(provided such contributions are authorized above, and
to the extent that such contribution, when aggregated
with either the Participants other Before Tax
Contributions or After Tax Contributions do not exceed
the limitations specified above, on an annual basis).
3. Contribution Changes:
a. Participants may increase or decrease the amount of
contributions made to the Plan pursuant to a Salary
Reduction Agreement once each:
___ i Plan Year
___ ii Semi-annual period, based on the Plan Year
_X_ iii Quarter, based on the Plan Year
___ iv Month
___ v Other, as specified below (provided that it
is at least once per year):
b. Claims for returns of Excess Before Tax Contributions
for the Participant's preceding taxable year must be
made in writing, and submitted to the Committee by
March 1 (specify a date between March 1 and April
15)(18).
4. Employer Matching Contributions(19):
a. Mandatory Matching Contributions:
The Employer shall make contributions to the Plan, in an
amount as specified below:
_X_ i An amount, equal to 50 % of each Participant's
Before Tax Contributions, however, no match
shall be made on Participant's Before Tax
Contributions in excess of 6 % (or $ ) of
the Participant's Compensation.
___ ii An amount, equal to % of each Participant's
After Tax Contributions, but not to exceed %
of the Participant's Compensation, or $ .
___ iii An amount, equal to % of each Participant's
contributions made pursuant to a Salary
Reduction Agreement (including both Before Tax
Contributions and After Tax Contributions), but
only if the Participant has entered into a
Salary Reduction Agreement providing for Before
Tax Contributions of at least % of the
Participant's Compensation, but not to
exceed % of the Participant's Compensation,
or $ .
___ iv An amount equal to the sum of the following:
(a) % of the first % of the Participant's
Compensation deferred pursuant to a
Salary Reduction Agreement; plus,
(b) % of the next % of the Participant's
Compensation deferred pursuant to a
Salary Reduction Agreement; plus,
(c) % of the next % of the Participant's
Compensation deferred pursuant to a
Salary Reduction Agreement, but not to
exceed % of the Participant's
Compensation, or $ .
___ v An amount equal to $ , for each Participant
who enters into a Salary Reduction
Agreement providing for ___ Before Tax
Contributions, ___ After Tax Contributions,
or ___ either Before Tax Contributions or After
Tax Contributions (or a combination of both)
equal to or exceeding % of the Participant's
Compensation. Such contributions shall be made
and allocated:
___ (a) only during the first Plan Year the
Plan is in effect, or if a restatement,
for the first Plan Year beginning with,
or containing the restatement Effective
Date.
___ (b) each Plan Year that a Participant has
in force a Salary Reduction Agreement
meeting the criteria specified above.
___ (c) during the first Plan Year that the
Participant participates through a
Salary Reduction Agreement meeting
the criteria specified above.
b. Discretionary Matching Contributions:
___ The Employer shall make contributions to the Plan,
in an amount determined by resolution of the Board
of Directors on an annual basis. The Board
resolution shall provide for the percentage and/or
amount of Before Tax Contributions and/or After Tax
Contributions to be matched and the maximum
percentage and/or amount of Before Tax
Contributions and/or After Tax Contributions
eligible for matching.
c. Allocation of Matching Contributions:
Employer Matching Contributions shall be allocated
pursuant to the terms of the Basic Plan Document,
notwithstanding the foregoing:
___ i A Participant who terminates before the end of
the period for which contributions are
allocated shall share in the allocation of
Employer Matching Contributions if termination
of employment was the result of (select all
that apply):
___ (a) retirement
___ (b) disability
___ (c) death
___ (d) other, as specified below:
_X_ ii Employer Matching Contributions shall be
allocated to the accounts of Participants
(select one):
___ (a) as of each pay period for which a
contribution was made pursuant to a
Salary Reduction Agreement.
___ (b) semi-monthly.
___ (c) as of the last day of the month
preceding the month in which the
contribution was made.
___ (d) as of the last day of the Plan
quarter preceding the quarter in
which the contribution was made.
_X_ (e) as of the last day of the Plan year.
_X_ iii If selected, the Employer may make Employer
Matching Contributions without regard to
current or accumulated Net Profits of the
Employer for the taxable year ending with, or
within the Plan Year(20).
d. The percentage of a Participant's Employer Matching
Contribution Account(21) (attributable to Employer
Matching Contributions) to be vested in him or her upon
termination of employment prior to attainment of the
Plan's Normal Retirement Date shall be(22):
Completed Years of Service
1 2 3 4 5 6 7
____ ____ ____ ____ ____ ____ ____
___ i 0% 100%
___ ii 0% 0% 100%
___ iii 0% 20% 40% 60% 80% 100%
___ iv 0% 0% 20% 40% 60% 80% 100%
___ v 10% 20% 30% 40% 60% 80% 100%
_X_ vi 20% 40% 60% 80% 100%
___ vii 0% 0% 0% 0% 0% 0% 100%
___ viii Full and immediate vesting upon entry into the Plan (9)
Notwithstanding anything to the contrary in the Plan,
the amount inserted in the blanks above shall not
exceed the limits specified in Code Section 411(a)(2).
e. Notwithstanding the provisions of this Item C(4)(e) of
the Adoption Agreement, a Participant shall become fully
vested in his Participant's Employer Matching
Contribution Account if(23):
___ i the Participant's job is eliminated without the
Participant being offered a comparable position
elsewhere with the Employer.
___ ii for such reason as is described below:
f. Corrective Contributions:
___ i If selected, the Employer shall be authorized
to make Qualified Matching Contributions,
subject to the terms of the Basic Plan
Document, in an amount determined by
resolution of the Board of Directors on an
annual basis.
___ ii If selected, the Employer shall be authorized
to make Qualified Nonelective Contributions,
subject to the terms of the Basic Plan
Document, in an amount determined by resolution
of the Board of Directors on an annual basis.
5. Gap Earnings:
___ If selected, Gap Earnings, as defined in Section
3.2(G)(1) of the Basic Plan Document, will be calculated
for Excess Elective Deferrals, Excess Contributions and
Excess Aggregate Contributions, and refunded to the
Participant as provided for in Article III of the Basic
Plan Document.
6. Forfeitures:
a. Forfeitures of amounts attributable to Employer Matching
Contributions shall be reallocated as of:
_X_ i the last day of the Plan Year in which the Forfeiture
occurred.
___ ii the last day of the Plan Year following the Plan Year
in which the Forfeiture occurred.
___ iii the last day of the Plan Year in which the Participant
suffering the Forfeiture has incurred the fifth
consecutive One Year Break in Service.
b. Forfeitures of Employer Matching Contributions shall be
reallocated as follows:
___ i Not applicable as Employer Matching
Contributions are always 100% vested and
nonforfeitable.
___ ii Used first to pay the expenses of administering
the Plan, and then allocated pursuant to one of
the following two options:
___ iii Forfeitures shall be allocated to Participant's
accounts in the same manner as Employer Profit
Sharing Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of the
Employer, for the year in which the Forfeiture
arose.
_X_ iv Forfeitures shall be applied to reduce the
Employer Profit Sharing Contributions, Employer
Matching Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of the
Employer, for the Plan Year following the Plan
Year in which the Forfeiture arose.
c. Forfeitures of Excess Aggregate Contributions shall be:
_X_ i Applied to reduce Employer contributions for
the Plan Year in which the excess arose, but
allocated as below, to the extent the excess
exceeds Employer contributions for the Plan
Year, or the Employer has already contributed
for such Plan Year.
___ ii Allocated after all other forfeitures under the
Plan:
_X_ (a) to the Matching Contribution account
of each Non-highly Compensated
Participant who made Before Tax
Contributions or After Tax
Contributions in the ratio which each
such Participant's Compensation for the
Plan Year bears to the total
Compensation of all such Participants
for the Plan Year; or,
___ (b) to the Matching Contribution account
of each Non-highly Compensated Eligible
Participant in the ratio which each
Eligible Participant's Compensation for
the Plan Year bears to the total
Compensation of all Eligible
Participants for the Plan Year.
7. In-Service Distributions (select as may be appropriate):
___ a. There shall be no in-service distribution of Participant
account balances derived from Before Tax Contributions
(including Qualified Nonelective Contributions and
Qualified Matching Contributions treated as Before Tax
Contributions under the terms of the Basic Plan
Document), or Employer Matching Contributions.
_X_ b. Participants may request an in-service distribution of
their account balance attributable to Employer Matching
Contributions, for the following reasons:
_X_ i For purposes of satisfying a financial
hardship, as determined in accordance with
the uniform nondiscriminatory policy of
the Committee;
_X_ ii Attainment of age 59-1/2 by the Participant;
or
___ iii Attainment of the Plan's Normal Retirement
Date by the Participant.
_X_ c. Participants may request an in-service distribution of
their account balance attributable to Employee Before
Tax Contributions, for the following reasons:
___ i For purposes of satisfying a financial
hardship, as determined by the facts and
circumstances of an Employee's situation,
in accordance with the provisions of Section
3.9 of the Basic Plan Document;
_X_ ii For purposes of satisfying a financial
hardship, using the "safe harbor"
provisions of Section 3.9 of the Basic Plan
Document.
_X_ iii Attainment of age 59-1/2 by the Participant;
or
___ iv Attainment of the Plan's Normal Retirement
Date by the Participant.
NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.
This Adoption Agreement may only be used in conjunction with Basic Plan
Document # 05.
This Plan document may only be used under the express authority of KeyCorp,
its subsidiaries and affiliates, and is not effective as completed until
executed by a duly authorized officer of KeyCorp, one of its subsidiaries or
affiliates, and approved by KeyCorp's counsel.
KeyCorp, as sponsor, may amend or discontinue this prototype plan document
upon proper notification to all adopting Employers pursuant to Revenue Ruling
89-13.
Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.
This Plan is sponsored by:
KeyCorp, on behalf of its operating subsidiaries, banking and trust
company affiliates
127 Public Square
Cleveland, Ohio 44114
(800) 982-3811
In Witness Whereof, the Employer and the Trustee, by their respective duly
authorized officers, have caused this Adoption Agreement to be executed on
this 31st day of December, 1998.
Employer: Midland-Guardian Co.
By: /s/Edward J. Heskamp
Title: Assistant Treasurer
Trustee: Key Trust Company of Ohio, NA
By: /s/Matt Tepe
Title: Vice President
and
By: _________________________________
Title: _________________________________
Approved on Behalf of Trustee:
Initials:__/s/CMD_______________ Date:_8/24/99_______
Investment Fund Designation
Midland-Guardian Co. (the "Named Fiduciary"), as an independent
fiduciary with respect to the Midland-Guardian Co. Salaried Employees 401(k)
Savings Plan and Trust (the "Plan"), an employee pension benefit plan covered
by the applicable provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and its employees who participate therein (the
"Participants"), hereby designates the following investment funds from among
the investment fund options available for adopting employers of the PRISM(R)
Prototype Retirement Plan & Trust (as defined in Section 10.7 of the Plan),
available for selection by Participants for the investment of Plan assets held
for their benefit:
(a) EB Money Market Fund
(b) Invesco Dynamics
(c) Janus Overseas
(d) Janus Twenty
(e) The American Funds Group(R): Capital Income Builder
(f) The Victory Balanced Fund: Class A
(g) The Victory Fund For Income
(h) The Victory Stock Index Fund
(i) The Victory Value Fund
(j) Midland-Guardian Co. Stock
(k)
(l)
(m)
The plan assets are currently invested in the funds more fully described
below (Existing Funds). The Named Fiduciary further designates that assets
held in each of the Existing Funds by the Plan prior to liquidation and
transfer to the Trustee shall be reinvested in the PRISM(R) Fund(s) as specified
below:
Existing Funds: PRISM(R) Funds:
(a) EB Money Market Fund (a) EB Money Market Fund
(b) The Victory Intermediate Income Fund (b) The Victory Fund For Income
(c) The Victory Balanced Fund: Class A (c) The Victory Balanced Fund:
Class A
(d) The Victory Value Fund (d) The Victory Value Fund
(e) The Victory Special Growth Fund (e) Invesco Dynamics
(f) Midland-Guardian Co. Stock (f) Midland-Guardian Co. Stock
(g) (g) Janus Overseas
(h) (h) Janus Twenty
(i) (i) The American Funds Group(R):
Capital Income Builder
(j) (j) The Victory Stock Index Fund
(k) (k)
(l) (l)
(m) (m)
_X_ In addition, if selected, an Employer Stock Fund will also be available.
Should any Participant in the Plan fail to make an investment election with
respect to their account, or should any Participant file their investment
election in a non-timely fashion, the Name Fiduciary as an independent
fiduciary responsible for making the investment decisions with respect to
these Participants, directs the Trustee to invest all of moneys received by it
on behalf of these Participants in the EB Money Market Fund. This investment
shall continue until such Participant makes an investment election. The Named
Fiduciary shall exercise its best efforts to communicate with these
participants so that they will make an investment election.
In making the selection of Investment Funds, the Named Fiduciary hereby
confirms and acknowledges that:
In making the selection of Investment Funds, and in designating the PRISM(R)
Funds into which the liquidated assets from each of the Existing Funds will be
invested in, the Named Fiduciary hereby confirms and acknowledges that:
* The Named Fiduciary has had made available to it copies of the
prospectuses (to the extent required under applicable federal
securities law and regulation) for each investment fund available for
selection by adopting employers of the PRISM(R) Prototype Retirement
Plan & Trust, and has received copies of each such prospectus for the
Investment Funds selected;
* The Named Fiduciary acknowledges that the Trustee of the Plan may
receive certain fees for services provided to, or on behalf of an
Investment Fund, or the sponsors or distributors thereof, pursuant to
plans of distribution adopted by the fund under the provisions of
Rule 12b-1 of the Investment Company Act of 1940, and further
acknowledges that (i) such fee, if paid, is appropriate for services
rendered to the fund, and when aggregated with other fees for service
payable to the Trustee constitutes reasonable compensation for the
Trustee's services to the Plan; and (ii) the Plan will be able to
redeem its interest in any such Investment Fund on reasonably short
notice without penalty;
* The Named Fiduciary further acknowledges that it has selected the
Investment Funds on its determination, after due inquiry, that the
Investment Funds are appropriate vehicles for the investment of Plan
assets pursuant to the terms of the Plan, considering all relevant
facts and circumstances, including but not limited to (i) the
investment policy and philosophy of the Named Fiduciary developed
pursuant to ERISA Section 404; (ii) the ability of Participants, using
an appropriate mix of Investment Funds, to diversify the investment of
Plan assets held for their benefit; and, (iii) the ability of
Participants to, utilizing an appropriate mix of Investment Funds, to
structure an investment portfolio within their account in the Plan
with risk and return characteristics within the normal range of risk
and return characteristics for individuals with similar investment
backgrounds, experience and expectations; and,
* The Named Fiduciary acknowledges that it has not relied on any
representations or recommendations from the Trustee or any of its
employees in selecting the Investment Funds.
* The Named Fiduciary acknowledges that it has not relied on any
representations or recommendations from the Trustee or any of its
employees in selecting the Investment Funds, or in specifying which
of the selected PRISM(R) Funds into which the liquidated assets from
each of the Existing Funds will be invested.
The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in
the Plan for the investment of Plan assets held for their benefit:
In Witness Whereof, the Employer, by its duly authorized representative,
has executed this document in connection with adoption of the Plan utilizing
the PRISM(R) Prototype Retirement Plan & Trust documents, as provided by the
Trustee.
Named Fiduciary: Midland-Guardian Co.
By: /s/Edward J. Heskamp
Title: Assistant Treasurer
1 Footnotes in this Adoption Agreement are not to be construed as part
of the Plan provisions but are explanatory only. To the extent a
footnote is inconsistent with the provisions of the Basic Plan Document
or applicable law, the provisions of the Plan shall be construed in
conformity with the Basic Plan Document or law.
2 Terms that are capitalized are defined in the PRISM(R) Prototype
Retirement Plan & Trust Basic Plan Document.
3 The Plan will have an individual TIN, distinct from the Employer TIN.
4 Committee members direct the day to day operation of the Plan.
Committee members serve at the pleasure of the Employer. See Section
11.4 for changes in Committee membership. If no Committee members are
specified, the Employer shall assume responsibility for the operations
of the Plan.
5 If no amount is specified, the maximum amount of Compensation allowed
under Code Section 401(a)(17)(the "$150,000 limit" ("$200,000 limit"
prior to the Plan Year beginning before January 1, 1994)), as adjusted
from time to time, shall be used.
6 If a fractional year is elected, the elapsed time method of computing
service shall be used for the fractional year. Eligibility provisions
for optional cash or deferred arrangements are contained in Item C of
this Adoption Agreement.
7 Notwithstanding the foregoing, an Employee who has met the eligibility
requirements may not enter the Plan later than six months following the
date on which the Employee first completes the eligibility requirements.
8 Notwithstanding the selection made in this Item B(7)(a), a
participant shall be fully vested in his or her Employer Contribution
Accounts if the Participant dies or becomes Disabled while in the employ
of the Employer.
9 If more than one Year of Service is an eligibility requirement, Item
viii must be selected.
10 The provisions of this section will be administered by the Employer on
a consistent and nondiscriminatory basis.
11 Amounts designated as Qualified Nonelective Contributions will be
allocated pursuant to Section 3.1(A)(14) of the Basic Plan Document.
12 In the event contributions are allocated on a basis other than a full
plan year, the Year of Service shall be based on the elapsed time method
of calculation, and a Participant shall be deemed to have completed an
appropriate Period of Service for allocation purposes if the Participant
has completed a pro-rata Period of Service corresponding to the interval
on which contributions are allocated.
13 Excess Compensation means a Participant's Compensation in excess of the
Permitted Disparity Level specified in the Definitions section of this
Adoption Agreement.
14 Even if this Item is selected, the provisions of Section 4.8 of the
Basic Plan Document may supersede this requirement if necessary to
satisfy Code Sections 401(a)(26) and 410(b).
15 If this option is selected, iii or iv must be selected to reallocate
Forfeitures of Employer Profit Sharing Contributions remaining after
expenses of administering the Plan have been paid.
16 This Item is for use in identifying collective trust funds, which,
pursuant to Revenue Ruling 81-100 must be specifically referenced in the
Plan. Actual Investment Funds are referenced on the Investment Fund
Designation form attached to this Adoption Agreement.
17 If this option is selected, the Employer must establish appropriate
procedures for implementation of the Plan's loan program.
18 The date specified is for the refund of amount deferred in excess
of the Code Section 402(g) limit (the $7,000 limit) for the
Participant's taxable year.
19 The Employer shall have the right to designate all, or any portion
of Employer Matching Contributions as Qualified Matching Contributions,
which shall then be subject to the same vesting, distribution, and
withdrawal restrictions as Before Tax Contributions.
20 Net Profits will never be required for the contribution of Before
Tax Contributions, After Tax Contributions, Qualified Nonelective
Contributions or Qualified Matching Contributions.
21 Notwithstanding anything in the Adoption Agreement to the contrary,
amounts in a Participant's account attributable to Before Tax
Contributions, Qualified Nonelective Contributions, and Qualified
Matching Contributions shall be 100% vested and nonforfeitable at all
time.
22 Notwithstanding the selection made in this item B(7)(b), a
Participant shall be fully vested in his or her Employer Contribution
Accounts if the Participant dies or becomes Disabled while in the employ
of the Employer.
23 The provisions of this section will be administered by the Employer
on a consistent and nondiscriminatory basis.
ADDENDUM
to
Midland-Guardian Co. Salaried Employees 401(k)
Savings Plan and Trust
Item B.10(a) Distributions Upon Separation from Service:
1. If a Participant's balance is less than or equal to $5,000, their payment
will be made in a single lump sum distribution.
2. If a Participant's balance is more than $5,000, they will have a choice
between two payment options:
* a single lump sum distribution, or
* annual installments for up to a 10-year period
Item B.13 Internal Revenue Code Section 411(d)(6) Protected Benefits:
1. The Employer classifies as Section 411(d)(6) protected benefits the status
of the "Company Old Savings Plan Account" and the "Employee Old Savings
Plan Account" as described in Section 1.14 and Section 1.25 respectively,
of the Midland-Guardian Company Salaried Employees 401(k) Savings Plan
effective January 1, 1987. Any contributions to the Company Old Savings
Plan Account and Employee Old Savings Plan Account shall be separately
accounted for as after-tax contributions and accorded the treatment upon
distribution appropriate for after-tax contributions.
2. Any funds in the Company Old Savings Plan Account or the Employee Old
Savings Plan Account shall be subject to rights of withdrawal for employees
as described in the Section of the Midland-Guardian Co. Salaried Employees
401(k) Savings Plan as effective January 1, 1987.
a. A Plan participant may withdraw all or any portion of his Employee
Old Savings Plan Account. If the participant withdraws less than
the entire balance of his Employee Old Savings Plan Account, such
withdrawal will be deemed to consist first of employee
contributions made to the Plan before January 1, 1987. To the
extent the withdrawal to January 1, 1987, the withdrawal will be
deemed to consist of proportionate amounts of earnings and
employee contributions made after December 31, 1986. A
participant shall be limited to one withdrawal of his Employee Old
Savings Plan Account in each Plan Year.
b. Company Old Savings Plan Account. If the participant has
previously or simultaneously withdrawn his entire Employee Old
Savings Plan Account, he may also withdraw all (but not part) of
the non-forfeitable portion of his Company Old Savings Plan
Account. A participant may not withdraw his Company Old Savings
Plan Account in the same Plan Year as the withdrawal from his
Employee Old Savings Plan Account unless the withdrawals are made
simultaneously. In addition, a participant who has withdrawn
funds from his Company Old Savings Plan Account shall not be
permitted to make another withdrawal from such account until he
has repaid the withdrawal from such account until he has repaid
the withdrawal or the repayment period has expired.
