Comprehensive Nonstandardized Safe Harbor 401(k) Profit Sharing Plan
ADOPTION AGREEMENT
================================================================================
--------------------------------------------------------------------------------
SECTION 1. EMPLOYER INFORMATION
--------------------------------------------------------------------------------
Name of Employer John Hancock Funds
---------------------------------------------------------------
Address 101 Huntington Avenue
------------------------------------------------------------------------
City Boston State MA Zip 02199
------------------------------ --------------------- ------------
Telephone 617-375-1500 Employer's Federal Tax Identification Number 04-2441573
------------ ----------
Type of Business (Check only one) |_| Sole Proprietorship |_| Partnership
|X| C Corporation |_| S Corporation |_| Other (Specify) ________________________
|X| Check here if Related Employers may participate in this Plan and attach a
Related Employer Participation Agreement for each Related Employer who
will participate in this Plan.
Business Code _______________
Name of Plan The Investment Incentive Plan for the Employees of the John
Hancock Funds Companies
Name of Trust (if different from Plan name) ____________________________________
Plan Sequence Number 001 (Enter 001 if this is the first qualified plan the
Employer has ever maintained, enter 002 if it is the
second, etc.)
Trust Identification Number (if applicable) 04-3016448
----------
Account Number (Optional) ________________
--------------------------------------------------------------------------------
SECTION 2. EFFECTIVE DATES
Complete Parts A and B
--------------------------------------------------------------------------------
Part A. General Effective Dates (Check and Complete Option 1 or 2):
Option 1: |_| This is the initial adoption of a profit sharing plan by
the Employer.
The Effective Date of this Plan is _____________________.
NOTE: The effective date is usually the first day of the
Plan Year in which this Adoption Agreement is signed.
Option 2: |X| This is an amendment and restatement of an existing profit
sharing plan (a Prior Plan).
The Prior Plan was initially effective on 01-01-1982.
The Effective Date of this amendment and restatement is
01-01-2001.
NOTE: The effective date is usually the first day of the
Plan Year in which this Adoption Agreement is signed.
Part B. Specific Effective Dates:
The provisions of the Plan will generally be effective as of the
Effective Date specified in Section 2, Part A. However, the following
provisions will be effective on the dates indicated below. (Specify
effective date only if later than the general Effective Date described
in Section 2, Part A):
Provision Effective Date
--------- --------------
1. Commencement of Elective Deferrals* ______________
2. Matching Contributions (Section 7) ______________
3. Qualified Nonelective Contributions (Section 8) ______________
4. Qualified Matching Contributions (Section 9) ______________
5. In-Service Withdrawals (Section 15,
Part A, Item 6) ______________
6. Hardship Withdrawals of Elective Deferrals
(Section 15, Part A, Item 5) ______________
7. Hardship Withdrawals (Section 15, Part A, Item 8) ______________
8. Loans (Section 17, Item A) ______________
9. Participant Direction of Investments (Section 18) ______________
*NOTE: Elective Deferrals may commence no earlier than the date this
Adoption Agreement is signed because Elective Deferrals cannot be made
retroactively.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 2
--------------------------------------------------------------------------------
SECTION 3. RELEVANT TIME PERIODS
Complete Parts A through D
--------------------------------------------------------------------------------
Part A. Employer's Fiscal Year:
The Employer's fiscal year ends (Specify month and date) 12-31
Part B. Plan Year Means:
Option 1: |_| The 12-consecutive month period which coincides with the
Employer's fiscal year.
Option 2: |X| The calendar year.
Option 3: |_| Other (Specify) __________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
If the initial Plan Year is less than 12 months (a short Plan Year)
specify such Plan Year's beginning and ending dates
_______________________________________________________________________
Part C. Limitation Year Means:
Option 1: |_| The Plan Year.
Option 2: |X| The calendar year.
Option 3: |_| Other (Specify) __________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part D. Measuring Period For Vesting:
Years of Vesting Service shall be measured over the following
12-consecutive month period:
Option 1: |X| The Plan Year.
Option 2: |_| The 12-consecutive month period commencing with the
Employee's Employment Commencement Date and each
successive 12-month period commencing on the anniversaries
of the Employee's Employment Commencement Date.
Option 3: |_| Other (Specify) __________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 4. ELIGIBILITY REQUIREMENTS
Complete Parts A through G
--------------------------------------------------------------------------------
Part A. Years of Eligibility Service Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing Participant in
the Plan (and thus be eligible to make Elective Deferrals) after
completing .5 (enter 0, 1 or any fraction less than 1) Years of
Eligibility Service.
2. Matching Contributions.
If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, a Contributing Participant will
be eligible to receive Matching Contributions (or Qualified Matching
Contributions, if applicable) after completing .5 (enter 0, 1, 2 or
any fraction less than 2) Years of Eligibility Service.
3. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in the Plan for
purposes of receiving an allocation of any Employer Profit Sharing
Contribution made pursuant to Section 11 of the Adoption Agreement
after completing .5 (enter 0, 1, 2 or any fraction less than 2) Years
of Eligibility Service.
NOTE: If more than 1 year is selected for Item 2 or Item 3, the
immediate 100% vesting schedule of Section 13 will automatically apply
for contributions described in such item. If any item is left blank, the
Years of Eligibility Service required for such item will be deemed to be
0. If a fraction is selected, an Employee will not be required to
complete any specified number of Hours of Service to receive credit for
a fractional year. If a single Entry Date is selected in Section 4, Part
G for an item, the Years of Eligibility Service required for such item
cannot exceed 1.5 (.5 for Elective Deferrals).
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 3
Part B. Age Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing Participant
(and thus be eligible to make Elective Deferrals) after attaining age
21 (no more than 21).
2. Matching Contributions.
If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, a Contributing Participant will
be eligible to receive Matching Contributions (or Qualified Matching
Contributions, if applicable) after attaining age 21 (no more than
21).
3. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in the Plan for
purposes of receiving an allocation of any Employer Profit Sharing
Contribution made pursuant to Section 11 of the Adoption Agreement
after attaining age 21 (no more than 21).
NOTE: If any of the above items in this Section 4, Part B is left blank,
it will be deemed there is no age requirement for such item. If a single
Entry Date is selected in Section 4, Part G for an item, no age
requirement can exceed 20.5 for such item.
Part C. Employees Employed As Of Effective Date:
1. Elective Deferrals.
Will all Employees employed as of the date that Elective Deferrals
may commence as specified in Section 2, Part B who have not otherwise
met the Years of Eligibility Service and age requirements specified
above for Elective Deferrals be considered to have met those
requirements as of the Elective Deferral commencement date?
|_| Yes |X| No
2. Matching Contributions.
If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, will all Employees employed as
of the date that Elective Deferrals may commence as specified in
Section 2, Part B who have not otherwise met the Years of Eligibility
Service and age requirements specified above for Matching
Contributions be considered to have met those requirements as of the
Elective Deferral commencement date?
|_| Yes |X| No
3. Employer Profit Sharing Contributions.
Will all Employees employed as of the Effective Date of this Plan who
have not otherwise met the Years of Eligibility Service and age
requirements specified above for Employer Profit Sharing
Contributions be considered to have met those requirements as of the
Effective Date?
|_| Yes |X| No
NOTE: If a box is not checked for any item in this Section 4, Part C,
"No" will be deemed to be selected for that item.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 4
Part D. Exclusion of Certain Classes of Employees:
1. Elective Deferrals.
All Employees will be eligible to become Contributing Participants
(and thus eligible to make Elective Deferrals except:
a. |_| Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good
faith bargaining 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 the Employer.
b. |_| Those Employees who are non-resident aliens (within the meaning
of Section 7701(b)(1)(B) of the Code) and who received no earned
income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of the
Code).
c. |_| Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.
d. |_| Other (Define) __________________________________________________
__________________________________________________
2. Matching Contributions.
All Contributing Participants will be eligible to receive Matching
Contributions (or Qualified Matching Contributions) if applicable,
except:
a. |_| Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good
faith bargaining 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 the Employer.
b. |_| Those Employees who are non-resident aliens (within the meaning
of Section 7701(b)(1)(B) of the Code) and who received no earned
income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of the
Code).
c. |_| Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.
d. |_| Other (Define) __________________________________________________
__________________________________________________
3. Employer Profit Sharing Contributions.
All Employees will be eligible to become a Participant in the Plan
for purposes of receiving an allocation of any Employer Profit
Sharing Contribution made pursuant to Section 11 of the Adoption
Agreement except:
a. |_| Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good
faith bargaining 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 the Employer.
b. |_| Those Employees who are non-resident aliens (within the meaning
of Section 7701(b)(1)(B) of the Code) and who received no earned
income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of the
Code).
c. |_| Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.
d. |_| Other (Define) __________________________________________________
__________________________________________________
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 5
Part E. Election Not To Participate:
May an Employee or a Participant elect not to participate in this Plan
pursuant to Section 2.08 of the Plan?
Option 1: |_| Yes.
Option 2: |X| No.
NOTE: If no option is selected, Option 2 will be deemed to be selected.
Part F. Hours Required For Eligibility Purposes:
1. _______ Hours of Service (no more than 1,000) shall be required to
constitute a Year of Eligibility Service.
2. _______ Hours of Service (no more than 500 but less than the number
specified in Section 4, Part F, Item 1, above) must be exceeded to
avoid a Break in Eligibility Service.
3. For purposes of determining Years of Eligibility Service, Employees
shall be given credit for Hours of Service with the following
predecessor employer(s) (Complete if applicable)
All John Hancock Financial Services and subsidiary companies
Part G. Entry Dates:
1. Elective Deferrals.
The Entry Dates for purposes of making Elective Deferrals shall be
(Choose one):
Option 1: |_| The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
Option 2: |_| The first day of the Plan Year and the first day of the
fourth, seventh and tenth months of the Plan Year.
Option 3: |_| The first day of the Plan Year.
Option 4: |X| Other (Specify) bi-weekly
2. Matching Contributions.
If Matching Contributions (or Qualified Matching Contributions) will
be made to the Plan, the Entry Dates for purposes of Matching
Contributions (or Qualified Matching Contributions, if applicable)
shall be (Choose one):
Option 1: |_| The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
Option 2: |_| The first day of the Plan Year and the first day of the
fourth, seventh and tenth months of the Plan Year.
Option 3: |_| The first day of the Plan Year.
Option 4: |X| Other (Specify) bi-weekly
3. Employer Profit Sharing Contributions.
The Entry Dates for purposes of Employer Profit Sharing
Contributions shall be (Choose one):
Option 1: |_| The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
Option 2: |_| The first day of the Plan Year and the first day of the
fourth, seventh and tenth months of the Plan Year.
Option 3: |_| The first day of the Plan Year.
Option 4: |X| Other (Specify) bi-weekly
NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item. Option 3 or Option 4 can be selected for an
item only if the eligibility requirements and Entry Dates are
coordinated such that each Employee will become a Participant in the
Plan no later than the earlier of: (1) the first day of the Plan Year
beginning after the date the Employee satisfies the age and service
requirements of Section 410(a) of the Code; or (2) 6 months after the
date the Employee satisfies such requirements.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 6
--------------------------------------------------------------------------------
SECTION 5. METHOD OF DETERMINING SERVICE
Complete Part A or B
--------------------------------------------------------------------------------
Part A. Hours of Service Equivalencies:
Service will be determined on the basis of the method selected below.
Only one method maybe selected. The method selected will be applied to
all Employees covered under the Plan. (Choose one):
Option 1: |X| On the basis of actual hours for which an Employee is paid
or entitled to payment.
Option 2: |_| On the basis of days worked. An Employee will be credited
with 10 Hours of Service if under Section 1.24 of the Plan
such Employee would be credited with at least 1 Hour of
Service during the day.
Option 3: |_| On the basis of weeks worked. An Employee will be credited
with 45 Hours of Service if under Section 1.24 of the Plan
such Employee would be credited with at least 1 Hour of
Service during the week.
Option 4: |_| On the basis of months worked. An Employee will be
credited with 190 Hours of Service if under Section 1.24
of the Plan such Employee would be credited with at least
1 Hour of Service during the month.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
This Section 5, Part A will not apply if the Elapsed Time Method of
Section 5, Part B is selected.
Part B. Elapsed Time Method:
In lieu of tracking Hours of Service of Employees, will the elapsed time
method described in Section 2.07 of the Plan be used? (Choose one)
Option 1: |_| No.
Option 2: |_| Yes.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 6. ELECTIVE DEFERRALS
--------------------------------------------------------------------------------
Part A. Authorization of Elective Deferrals:
Will Elective Deferrals be permitted under this Plan? (Choose one)
Option 1: |X| Yes.
Option 2: |_| No.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Complete the remainder of Section 6 only if Option 1 is selected.
Part B. Limits on Elective Deferrals:
If Elective Deferrals are permitted under the Plan, a Contributing
Participant may elect under a salary reduction agreement to have his or
her Compensation reduced by an amount as described below (Choose one):
Option 1: |X| An amount equal to a percentage of the Contributing
Participant's Compensation from 1% to 15% in increments
of 1%.
Option 2: |_| An amount of the Contributing Participant's Compensation
not less than ____ and not more than ____.
The amount of such reduction shall be contributed to the Plan by the
Employer on behalf of the Contributing Participant. For any taxable
year, a Contributing Participant's Elective Deferrals shall not exceed
the limit contained in Section 402(g) of the Code in effect at the
beginning of such taxable year.
Part C. Elective Deferrals Based on Bonuses:
Instead of or in addition to making Elective Deferrals through payroll
deduction, may a Contributing Participant elect to contribute to the
Plan, as an Elective Deferral, part or all of a bonus rather than
receive such bonus in cash? (Choose one)
Option 1: |_| Yes.
Option 2: |X| No.
NOTE: If no option is selected, Option 2 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 7
Part D. Ceasing Elective Deferrals:
A Contributing Participant may prospectively revoke a salary reduction
agreement to cease Elective Deferrals (Choose one):
Option 1: |_| As of the first day of any payroll period.
Option 2: |_| As of the first day of any month.
Option 3: |_| As of the first day of any quarter.
Option 4: |_| As of any Entry Date.
Option 5: |X| As of such times established by the Plan Administrator in
a uniform and nondiscriminatory manner.
Option 6: |_| Other (Specify. Must be at least once per year.) _________
_________
NOTE: If no option is selected, Option 3 will be deemed to be selected.
Part E. Return As A Contributing Participant After Ceasing Elective Deferrals:
A Participant who ceases Elective Deferrals by revoking a salary
reduction agreement may return as a Contributing Participant (Choose
one):
Option 1: |_| No sooner than as of the first day of the Plan Year.
Option 2: |_| As of any subsequent Entry Date.
Option 3: |_| As of the first day of any subsequent quarter.
Option 4: |X| As of such times established by the Plan Administrator in
a uniform and nondiscriminatory manner.
Option 5: |_| Other (Specify. Must be at least once per year.) _________
_________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part F. Changing Elective Deferral Amounts:
A Contributing Participant may modify a salary reduction agreement to
prospectively increase or decrease the amount of his or her Elective
Deferrals (Choose one):
Option 1: |_| As of the first day of any payroll period.
Option 2: |_| As of the first day of any month.
Option 3: |_| As of the first day of any quarter.
Option 4: |_| As of any Entry Date.
Option 5: |X| As of such times established by the Plan Administrator in
a uniform and nondiscriminatory manner.
Option 6: |_| Other (Specify) __________________________________________
__________________________________________
NOTE: If no option is selected, Option 3 will be deemed to be selected.
Part G. Claiming Excess Elective Deferrals:
Participants who claim Excess Elective Deferrals for the preceding
calendar year must submit their claims in writing to the Plan
Administrator by (Choose one):
Option 1: |X| March 1.
Option 2: |_| Other (Specify a date not later than April 15) ___________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part H. One-Time Irrevocable Elections:
May an Employee make a one-time irrevocable election, as described in
Section 11.205 of the Plan, upon first becoming eligible to participate
in the Plan to have the Employer make contributions to the Plan on such
Employee's behalf? (Choose one)
Option 1: |_| Yes.
Option 2: |X| No.
NOTE: If no option is selected, Option 2 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 8-A
Addendum
--------------------------------------------------------------------------------
SECTION 7. MATCHING CONTRIBUTIONS, continued
--------------------------------------------------------------------------------
The Investment Incentive Plan for the Employees of the John Hancock Funds
Companies
Safe Harbor Matching Contribution Formula
The Investment Incentive Plan for the Employees of the John Hancock Funds
Companies will make a Safe Harbor Matching Contribution on behalf of each
eligible Employee in an amount equal to 100% of the first 4% of the compensation
each participant defers per the Safe Harbor provisions outlined in Internal
Revenue Service Notice 98-52.
A Participant will be entitled to the Safe Harbor Matching Contribution for any
Plan Year in which the Participant is a Participant on at least one day of such
Plan Year. The Safe Harbor Matching Contribution will not be subject to Hours of
Service Requirement per the Safe Harbor provisions outlined in Internal Revenue
Service Notice 98-52.
Authorization by Employer
--------------------------------------------------------------------------------
Signature of Employer: /s/ Jeffrey Long Title: Vice-President, Controller
----------------- --------------------------
Date Signed: 12-5-2000
---------------------------
--------------------------------------------------------------------------------
<PAGE>
Page 8
--------------------------------------------------------------------------------
SECTION 7. MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------
Part A. Authorization of Matching Contributions:
Will the Employer make Matching Contributions to the Plan on behalf of
Qualifying Contributing Participants? (Choose one)
Option 1: |X| Yes, but only with respect to a Contributing Participant's
Elective Deferrals.
Option 2: |_| Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
Option 3: |_| Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.
Option 4: |_| No.
NOTE: If no option is selected, Option 4 will be deemed to be selected.
Complete the remainder of Section 7 only if Option 1, 2 or 3 is
selected.
Part B. Matching Contribution Formula:
If the Employer will make Matching Contributions, then the amount of
such Matching Contributions made on behalf of a Qualifying Contributing
Participant each Plan Year shall be (Choose one):
Option 1: |_| An amount equal to _________ % of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable).
Option 2: |_| An amount equal to the sum of _________ % of the portion
of such Contributing Participant's Elective Deferral
(and/or Nondeductible Employee Contribution, if
applicable) which does not exceed _________ % of the
Contributing Participant's Compensation plus _________ %
of the portion of such Contributing Participant's Elective
Deferral (and/or Nondeductible Employee Contribution, if
applicable) which exceeds _________ % of the Contributing
Participant's Compensation.
Option 3: |X| Such amount, if any, equal to that percentage of each
Contributing Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if applicable) which
the Employer, in its sole discretion, determines from year
to year.
Option 4: |_| Other Formula. (Specify) _________________________________
_________________________________
NOTE: If Option 4 is selected, the formula specified can only allow
Matching Contributions to be made with respect to a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable).
Part C. Limit on Matching Contributions:
Notwithstanding the Matching Contribution formula specified above, no
Matching Contribution will be made with respect to a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contributions, if applicable) in excess of ________________ or 4% of
such Contributing Participant's Compensation.
Part D. Qualifying Contributing Participants:
A Contributing Participant who satisfies the eligibility requirements
described in Section 4 will be a Qualifying Contributing Participant and
thus entitled to share in Matching Contributions for any Plan Year only
if the Participant is a Contributing Participant and satisfies the
following additional conditions (Check one or more Options):
Option 1: |X| No Additional Conditions.
Option 2: |_| Hours of Service Requirement. The Contributing Participant
completes at least _____ Hours of Service during the Plan
Year. However, this condition will be waived for the
following reasons (Check at least one):
|_| The Contributing Participant's Death.
|_| The Contributing Participant's Termination of
Employment after having incurred a Disability.
|_| The Contributing Participant's Termination of
Employment after having reached Normal Retirement Age.
|_| This condition will not be waived.
Option 3: |_| Last Day Requirement: The Participant is an Employee of
the Employer on the last day of the Plan Year. However,
this condition will be waived for the following reasons
(Check at least one):
|_| The Contributing Participant's Death.
|_| The Contributing Participant's Termination of
Employment after having incurred a Disability.
|_| The Contributing Participant's Termination of
Employment after having reached Normal Retirement Age.
|_| This condition will not be waived.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 9
--------------------------------------------------------------------------------
SECTION 8. QUALIFIED, NONELECTIVE CONTRIBUTIONS
--------------------------------------------------------------------------------
Part A. Authorization of Qualified Nonelective Contributions:
Will the Employer make Qualified Nonelective Contributions to the Plan?
(Choose One)
Option 1: |X| Yes.
Option 2: |_| No.
If the Employer elects to make Qualified Nonelective Contributions, then
the amount, if any, of such contribution to the Plan for each Plan Year
shall be an amount determined by the Employer.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Complete the remainder of Section 8 only if Option 1 is selected.
Part B. Participants Entitled to Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions shall be made to the
Individual Accounts of (Choose one):
Option 1: |X| Only Participants who are not Highly Compensated
Employees.
Option 2: |_| All Participants.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part C. Allocation of Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (Choose one):
Option 1: |X| In the ratio which each Participant's Compensation for the
Plan Year bears to the total Compensation of all
Participants for such Plan Year.
Option 2: |_| In the ratio which each Participant's Compensation not in
excess of _____________ for the Plan Year bears to the
total Compensation of all Participants not in excess of
_____________ for such Plan Year.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------
Part A. Authorization of Qualified Matching Contributions:
Will the Employer make Qualified Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants? (Choose One)
Option 1: |X| Yes, but only with respect to a Contributing Participant's
Elective Deferrals.
Option 2: |_| Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
Option 3: |_| Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.
Option 4: |_| No.
NOTE: If no option is selected, Option 3 will be deemed to be selected.
Complete the remainder of Section 9 only if Option 1, 2 or 3 is
selected.
Part B. Qualified Matching Contribution Formula:
If the Employer will make Qualified Matching Contributions, then the
amount of such Qualified Matching Contributions made on behalf of a
Qualifying Contributing Participant each Plan Year shall be (Choose
one):
Option 1: |_| An amount equal to ________ % of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable).
Option 2: |_| An amount equal to the sum of ________ % of the portion of
such Contributing Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if applicable) which
does not exceed ________ % of the Contributing
Participant's Compensation plus ________ % of the portion
of such Contributing Participant's Elective Deferral
(and/or Nondeductible Employee Contribution, if
applicable) which exceeds ________ % of the Contributing
Participant's Compensation.
Option 3: |X| Such amount, if any, as determined by the Employer in its
sole discretion, equal to that percentage of the Elective
Deferrals (and/or Nondeductible Employee Contribution, if
applicable) of each Contributing Participant entitled
thereto which would be sufficient to cause the Plan to
satisfy the Actual Contribution Percentage tests
(described in Section 11.402 of the Plan) for the Plan
Year.
Option 4: |_| Other Formula. (Specify) _________________________________
_________________________________
NOTE: If no option is selected, Option 3 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 10
Part C. Participants Entitled to Qualified Matching Contributions:
Qualified Matching Contributions, if made to the Plan, will be made on
behalf of? (Choose one)
Option 1: |X| Only Contributing Participants who make Elective Deferrals
who are not Highly Compensated Employees.
Option 2: |_| All Contributing Participants who make Elective Deferrals.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part D. Limit On Qualified Matching Contributions:
Notwithstanding the Qualified Matching Contribution formula specified
above, the Employer will not match a Contributing Participant's Elective
Deferrals (and/or Nondeductible Employee Contribution, if applicable) in
excess of _____________ or ________ % of such Contributing Participant's
Compensation.
--------------------------------------------------------------------------------
SECTION 10. ADP AND ACP TESTING OPTIONS
--------------------------------------------------------------------------------
Part A. ACP Test and Elective Deferrals:
Will Elective Deferrals under this Plan (and any other plan of the
Employer, as provided by regulations) be taken into account, and
included as Contribution Percentage Amounts for purposes of performing
the Average Contribution Percentage (ACP) test? (Choose one):
Option 1: |X| No.
Option 2: |_| Yes, in the following amounts (Choose one):
Suboption (a): |_| Only such Elective Deferrals that are
needed to meet the Average Contribution
Percentage test.
Suboption (b): |_| All Elective Deferrals.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part B. ACP Test and Qualified Nonelective Contributions:
Will Qualified Nonelective Contributions under this Plan (and any other
plan of the Employer, as provided by regulations) be taken into account,
and included as Contribution Percentage Amounts for purposes of
performing the Average Contribution Percentage (ACP) test? (Choose one):
Option 1: |X| No.
Option 2: |_| Yes, in the following amounts (Choose one):
Suboption (a): |_| Only such Qualified Nonelective
Contributions that are needed to meet
the Average Contribution Percentage
test.
Suboption (b): |_| All Qualified Nonelective
Contributions.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part C. ADP Test and Qualified Matching Contributions:
Will Qualified Matching Contributions under this Plan (or any other plan
of the Employer, as provided by regulations) be taken into account as
Elective Deferrals for purposes of calculating Actual Deferral
Percentages when performing the Actual Deferral Percentage (ADP) test?
(Choose one)
Option 1: |X| No.
Option 2: |_| Yes, in the following amounts (Choose one):
Suboption (a): |_| Only such Qualified Matching
Contributions that are needed to meet
the ADP test.
Suboption (b): |_| All such Qualified Nonelective
Contributions.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part D. Correction of Aggregate Limit:
If the Aggregate Limit described in Section 11.102 of the Plan is
exceeded, the following adjustments will be made in accordance with
Section 11.402(B)(1) of the Plan (Choose one):
Option 1: |X| The ACP of Highly Compensated Employees will be
reduced.
Option 2: |_| The ADP of Highly Compensated Employees will be
reduced.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 11
--------------------------------------------------------------------------------
SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS
Complete Parts A, B and C
--------------------------------------------------------------------------------
Part A. Contribution Formula (Choose one):
Option 1: |X| Discretionary Formula. For each Plan Year the Employer
will contribute an amount to be determined from year to
year.
Option 2: |_| Fixed Formula. _______ % of the Compensation of all
Qualifying Participants under the Plan for the Plan Year.
Option 3: |_| Fixed Percent of Profits Formula. _______ % of the
Employer's profits that are in excess of ___________.
Option 4: |_| Frozen Plan. This Plan is frozen effective ____________
and the Employer will not make additional contributions to
the Plan after such date.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part B. Allocation Formula (Choose one):
Option 1: |X| Pro Rata Formula. Employer Profit Sharing Contributions
shall be allocated to the Individual Accounts of
Qualifying Participants in the ratio that each Qualifying
Participant's Compensation for the Plan Year bears to the
total Compensation of all Qualifying Participants for the
Plan Year.
Option 2: |_| Flat Dollar Formula. Employer Profit Sharing Contributions
allocated to the Individual Accounts of Qualifying
Participants for each Plan Year shall be the same dollar
amount for each Qualifying Participant.
Option 3: |_| Integrated Formula. Employer Profit Sharing Contributions
shall be allocated as follows (Start with Step 3 if this
Plan is not a Top-Heavy Plan):
Step 1. Employer Profit Sharing Contributions shall first
be allocated pro rata to Qualifying Participants
in the manner described in Section 11, Part B,
Option 1. The percent so allocated shall not
exceed 3% of each Qualifying Participant's
Compensation.
Step 2. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 1 shall be
allocated to each Qualifying Participant's
Individual Account in the ratio that each
Qualifying Participant's Compensation for the Plan
Year in excess of the integration level bears to
all Qualifying Participants' Compensation in
excess of the integration level, but not in excess
of 3%.
Step 3. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 2 shall be
allocated to each Qualifying Participant's
Individual Account in the ratio that the sum of
each Qualifying Participant's total Compensation
and Compensation in excess of the integration
level bears to the sum of all Qualifying
Participants' total Compensation and Compensation
in excess of the integration level, but not in
excess of the profit sharing maximum disparity
rate as described in Section 3.01(B)(3) of the
Plan.
Step 4. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 3 shall be
allocated pro rata to Qualifying Participants in
the manner described in Section 11, Part B, Option
1.
The integration level shall be (Choose one):
Suboption (a): |_| The Taxable Wage Base.
Suboption (b): |_| _______________ (a dollar amount less
than the Taxable Wage Base).
Suboption (c): |_| _______ % (not more than 100%) of the
Taxable Wage Base.
NOTE: If no option is selected, Suboption (a) will be
deemed to be selected.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 12
Part C. Qualifying Participants:
A Participant will be a Qualifying Participant and thus entitled to
share in the Employer Profit Sharing Contribution for any Plan Year only
if the Participant is a Participant on at least one day of such Plan
Year and satisfies the following additional conditions (Check one or
more Options):
Option 1: |_| No Additional Conditions.
Option 2: |X| Hours of Service Requirement. The Participant completes at
least 500 Hours of Service during the Plan Year. However,
this condition will be waived for the following reasons
(Check at least one):
|X| The Participant's Death.
|X| The Participant's Termination of Employment after
having incurred a Disability.
|X| The Participant's Termination of Employment after
having reached Normal Retirement Age.
|_| This condition will not be waived.
Option 3: |X| Last Day Requirement. The Participant is an Employee of
the Employer on the last day of the Plan Year. However,
this condition will be waived for the following reasons
(Check at least one):
|X| The Participant's Death.
|X| The Participant's Termination of Employment after
having incurred a Disability.
|X| The Participant's Termination of Employment after
having reached Normal Retirement Age.
|_| This condition will not be waived.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 12. COMPENSATION
Complete Parts A through E
--------------------------------------------------------------------------------
Part A. Basic Definition:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation will mean all of
each Participant's (Choose one):
Option 1: |_| W-2 wages.
Option 2: |_| Section 3401(a) wages.
Option 3: |X| 415 safe-harbor compensation.
2. Matching Contributions.
For purposes of Matching Contributions, Compensation will mean all of
each Participant's (Choose one):
Option 1: |_| W-2 wages.
Option 2: |_| Section 3401(a) wages.
Option 3: |X| 415 safe-harbor compensation.
3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions, Compensation
will mean all of each Participant's (Choose one):
Option 1: |_| W-2 wages.
Option 2: |_| Section 3401(a) wages.
Option 3: |X| 415 safe-harbor compensation.
NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 13
Part B. Measuring Period for Compensation:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation shall be determined
over the following applicable period (Choose one):
Option 1: |X| The Plan Year.
Option 2: |_| The calendar year ending with or within the Plan Year.
2. Matching Contributions.
For purposes of Matching Contributions, Compensation shall be
determined over the following applicable period (Choose one):
Option 1: |X| The Plan Year.
Option 2: |_| The calendar year ending with or within the Plan Year.
3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions, Compensation
shall be determined over the following applicable period (Choose
one):
Option 1: |X| The Plan Year.
Option 2: |_| The calendar year ending with or within the Plan Year.
NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item.
Part C. Inclusion of Elective Deferrals:
1. Elective Deferrals.
For purposes of Elective Deferrals, does Compensation include
Employer Contributions made pursuant to a salary reduction agreement
which are not includible in the gross income of the Employee under
any of the following Sections of the Code? (Answer "Included" or
"Excluded" for each of the following items.)
Section 125 (cafeteria plans) |X| Included |_| Excluded
Section 402(e)(3) (401(k) plans) |X| Included |_| Excluded
Section 402(h)(1)(B)(salary deferral
SEP plans) |X| Included |_| Excluded
Section 403(b) (tax-sheltered plans) |X| Included |_| Excluded
NOTE: If a box is not checked for an item, "Included" will be deemed
to be selected for that item.
2. Matching Contributions.
For purposes of Matching Contributions, does Compensation include
Employer Contributions made pursuant to a salary reduction agreement
which are not includible in the gross income of the Employee under
any of the following Sections of the Code? (Answer "Included" or
"Excluded" for each of the following items.)
Section 125 (cafeteria plans) |X| Included |_| Excluded
Section 402(e)(3) (401(k) plans) |X| Included |_| Excluded
Section 402(h)(1)(B) (salary deferral
SEP plans) |X| Included |_| Excluded
Section 403(b) (tax-sheltered plans) |X| Included |_| Excluded
NOTE: If a box is not checked for an item, "Included" will be deemed
to be selected for that item.
3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions, does
Compensation include Employer Contributions made pursuant to a salary
reduction agreement which are not includible in the gross income of
the Employee under any of the following Sections of the Code? (Answer
"Included" or "Excluded "for each of the following items.)
Section 125 (cafeteria plans) |X| Included |_| Excluded
Section 402(e)(3) (401(k) plans) |X| Included |_| Excluded
Section 402(h)(1)(B) (salary deferral
SEP plans) |X| Included |_| Excluded
Section 403(b) (tax-sheltered plans) |X| Included |_| Excluded
NOTE: If a box is not checked for an item, "Included" will be deemed
to be selected for that item.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 14
Part D. Pre-Entry Date Compensation:
1. ADP and ACP Testing Purposes.
For the Plan Year in which an Employee enters the Plan, the
Employee's Compensation which shall be taken into account for
purposes of Actual Deferral Percentage (ADP) and Actual Contribution
Percentage (ACP) testing shall be (Choose one):
Option 1: |X| The Employee's Compensation only from the time the
Employee became a Participant in the Plan.
Option 2: |_| The Employee's Compensation for the whole of such Plan
Year.
NOTE: If no option is selected for an item, Option 1 will be deemed
to be selected.
2. Other Purposes.
For the Plan Year in which an Employee enters the Plan, the
Employee's Compensation which shall be taken into account for
purposes of the Plan (other than ADP or ACP testing) shall be (Choose
one):
Option 1: |X| The Employee's Compensation only from the time the
Employee became a Participant in the Plan.
Option 2: |_| The Employee's Compensation for the whole of such Plan
Year.
NOTE: If no option is selected for an item, Option 1 will be deemed
to be selected.
Part E. Exclusions From Compensation:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation shall not include
the following (Check any that apply):
|X| Bonuses |_| Commissions
|_| Overtime |X| Other (Specify) Commissions will be excluded for
all employees except Outside
Wholesalers
NOTE: No exclusions from Compensation are permitted if the integrated
allocation formula in Section 11, Part B is selected.
2. Matching Contributions.
For purposes of Matching Contributions, Compensation shall not
include the following (Check any that apply):
|X| Bonuses |_| Commissions
|_| Overtime |X| Other (Specify) Commissions will be excluded for
all employees except Outside
Wholesalers
NOTE: No exclusions from Compensation are permitted if the integrated
allocation formula in Section 11, Part B is selected.
3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions, Compensation
shall not include the following (Check any that apply):
|X| Bonuses |_| Commissions
|_| Overtime |X| Other (Specify) Commissions will be excluded for
all employees except Outside
Wholesalers
NOTE: No exclusions from Compensation are permitted if the integrated
allocation formula in Section 11, Part B is selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 15-A
Addendum
--------------------------------------------------------------------------------
SECTION 13. VESTING AND FORFEITURES, continued
--------------------------------------------------------------------------------
The Investment Incentive Plan for the Employees of the John Hancock Funds
Companies
Vesting Schedule for Safe Harbor Matching Contributions
The Investment Incentive Plan for the Employees of the John Hancock Funds
Companies will provide for 100% immediate vesting of the Safe Harbor Matching
Contributions made to all eligible Employees per the Safe Harbor provisions
outlined in Internal Revenue Service Notice 98-52.
Authorization by Employer
--------------------------------------------------------------------------------
Signature of Employer: /s/ Jeffrey Long Title: Vice-President, Controller
----------------- --------------------------
Date Signed: 12-5-2000
---------------------------
--------------------------------------------------------------------------------
<PAGE>
Page 15
--------------------------------------------------------------------------------
SECTION 13. VESTING AND FORFEITURES
Complete Parts A through H
--------------------------------------------------------------------------------
Part A. Vesting Schedule For Employer Profit Sharing Contributions. A
Participant shall become Vested in his or her Individual Account derived
from Profit Sharing Contributions made pursuant to Section 11 of the
Adoption Agreement as follows (Choose one):
<TABLE>
<CAPTION>
===========================================================================================================================
YEARS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 |_| Option 2 |_| Option 3 |X| Option 4 |_| Option 5 |_| (Complete if Chosen)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 0% 0% 100% 0% _______ %
2 0% 20% 100% 0% _______ %
3 0% 40% 100% 20% _______ % (not less than 20%)
4 0% 60% 100% 40% _______ % (not less than 40%)
5 100% 80% 100% 60% _______ % (not less than 60%)
6 100% 100% 100% 80% _______ % (not less than 80%)
7 100% 100% 100% 100% _______ % (not less than 100%)
NOTE: If no option is selected, Option 3 will be deemed to be selected.
===========================================================================================================================
</TABLE>
Part B. Vesting Schedule For Matching Contributions. A Participant shall become
Vested in his or her Individual Account derived from Matching
Contributions made pursuant to Section 7 of the Adoption Agreement as
follows (Choose one):
<TABLE>
<CAPTION>
===========================================================================================================================
YEARS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 |_| Option 2 |_| Option 3 |X| Option 4 |_| Option 5 |_| (Complete if Chosen)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 0% 0% 100% 0% _______ %
2 0% 20% 100% 0% _______ %
3 0% 40% 100% 20% _______ % (not less than 20%)
4 0% 60% 100% 40% _______ % (not less than 40%)
5 100% 80% 100% 60% _______ % (not less than 60%)
6 100% 100% 100% 80% _______ % (not less than 80%)
7 100% 100% 100% 100% _______ % (not less than 100%)
NOTE: If no option is selected, Option 3 will be deemed to be selected.
===========================================================================================================================
</TABLE>
Part C. Hours Required For Vesting Purposes:
1. ________ Hours of Service (no more than 1,000) shall be required to
constitute a Year of Vesting Service.
2. ________ Hours of Service (no more than 500 but less than the number
specified in Section 13, Part C, Item 1, above) must be exceeded to
avoid a Break in Vesting Service.
3. For purposes of determining Years of Vesting Service, Employees shall
be given credit for Hours of Service with the following predecessor
employer(s) (Complete if applicable)
All John Hancock Financial Services and subsidiary companies
Part D. Exclusion of Certain Years of Vesting Service:
All of an Employee's Years of Vesting Service with the Employer are
counted to determine the vesting percentage in the Participant's
Individual Account except (Check any that apply):
|_| Years of Vesting Service before the Employee reaches age 18.
|_| Years of Vesting Service before the Employer maintained this Plan or
a predecessor plan.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 16
Part E. Fully Vested Under Certain Circumstances:
Will a Participant be fully Vested under the following circumstances?
(Answer "Yes" or "No " to each of the following items by checking the
appropriate box)
1. The Participant dies. |X| Yes |_| No
2. The Participant incurs a Disability. |X| Yes |_| No
3. The Participant satisfies the conditions
for Early Retirement Age (if applicable). |_| Yes |X| No
NOTE: If a box is not checked for an item, "Yes" will be deemed to be
selected for that item.
Part F. Allocation of Forfeitures of Employer Profit Sharing Contributions:
Forfeitures of Employer Profit Sharing Contributions shall be (Choose
one):
Option 1: |_| Allocated to the Individual Accounts of the Participants
specified below in the manner as described in Section 11,
Part B (for Employer Profit Sharing Contributions).
The Participants entitled to receive allocations of such
Forfeitures shall be (Choose one):
Suboption (a): |_| Only Qualifying Participants.
Suboption (b): |_| All Participants.
Option 2: |_| Applied to reduce Employer Profit Sharing Contributions
(Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeiture
arises.
Option 3: |_| Applied first to the payment of the Plan's administrative
expenses and any excess applied to reduce Employer Profit
Sharing Contributions (Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeitures
arises.
NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.
Part G. Allocation of Forfeitures of Matching Contributions:
Forfeitures of Matching Contributions shall be (Choose one):
Option 1: |_| Allocated, after all other Forfeitures under the Plan, to
each Participant's Individual Account in the ratio which
each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for such Plan
Year.
The Participants entitled to receive allocations of such
Forfeitures shall be (Choose one):
Suboption (a): |_| Only Qualifying Contributing
Participants.
Suboption (b) |_| Only Qualifying Participants.
Suboption (c): |_| All Participants.
Option 2: |_| Applied to reduce Matching Contributions (Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeiture
arises.
Option 3: |_| Applied first to the payment of the Plan's administrative
expenses and any excess applied to reduce Matching
Contributions (Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeitures
arises.
NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 17-A
Addendum
--------------------------------------------------------------------------------
SECTION 15. DISTRIBUTIONS, continued
--------------------------------------------------------------------------------
The Investment Incentive Plan for the Employees of the John Hancock Funds
Companies Part A.
Distributable Events
Exchanges and distributions from Restricted Safe Harbor Matching Contributions
may not be permitted earlier than separation from service, death, or disability.
Item 4:
Withdrawals upon the attainment of age 59 1/2 while still employed by the
employer may be made from any or all vested accounts except from the Restricted
Safe Harbor Matching Contribution account.
Item 8:
Hardship withdrawals may be made from any or all vested accounts except from the
Restricted Safe Harbor Matching Contribution account. Hardship withdrawals from
Unrestricted Safe Harbor Matching Contribution account may be made once an
employee reaches age 59 1/2.
Authorization by Employer
--------------------------------------------------------------------------------
Signature of Employer: /s/ Jeffrey Long Title: Vice-President, Controller
----------------- --------------------------
Date Signed: 12-5-2000
---------------------------
--------------------------------------------------------------------------------
<PAGE>
Page 17
Part H. Allocation of Forfeitures of Excess Aggregate Contributions:
Forfeitures of Excess Aggregate Contributions shall be (Choose one):
Option 1: |_| Allocated, after all other Forfeitures under the Plan, to
each Contributing Participant's Matching Contribution
account in the ratio which each Contributing Participant's
Compensation for the Plan Year bears to the total
Compensation of all Contributing Participants for such
Plan Year. Such Forfeitures will not be allocated to the
account of any Highly Compensated Employee.
Option 2: |_| Applied to reduce Matching Contributions (Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeiture
arises.
Option 3: |_| Applied first to the payment of the Plan's administrative
expenses and any excess applied to reduce Matching
Contributions (Choose one):
Suboption (a): |_| For the Plan Year for which the
Forfeiture arises.
Suboption (b): |_| For any Plan Year subsequent to the
Plan Year for which the Forfeiture
arises.
NOTE: If no option is selected, Option 2 and Suboption (a) will be
deemed to be selected.
--------------------------------------------------------------------------------
SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
--------------------------------------------------------------------------------
Part A. The Normal Retirement Age under the Plan shall be (Check and complete
one option):
Option 1: |_| Age 65.
Option 2: |_| Age (not to exceed 65).
Option 3: |X| The later of age 65 (not to exceed 65) or the 5 (not to
exceed 5th) anniversary of the first day of the first Plan
Year in which the Participant commenced participation in
the Plan.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part B. Early Retirement Age (Choose one option):
Option 1: |X| An Early Retirement Age is not applicable under the Plan.
Option 2: |_| Age ________ (not less than 55 nor more than 65).
Option 3: |_| A Participant satisfies the Plan's Early Retirement Age
conditions by attaining age _______ (not less than 55) and
completing _______ Years of Vesting Service.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 15. DISTRIBUTIONS
Complete Parts A and B
--------------------------------------------------------------------------------
Part A. Distributable Events. Answer each of the following items.
1. Termination of Employment Before Normal
Retirement Age. May a Participant who has not
reached Normal Retirement Age request a
distribution from the Plan of that portion of the
Participant's Individual Account attributable to
the following types of contributions upon
Termination of Employment?
Elective Deferrals |X| Yes |_| No
Matching Contributions (if made) |X| Yes |_| No
Employer Profit Sharing Contributions |X| Yes |_| No
2. Disability. May a Participant who has incurred a
Disability request a distribution from the Plan
of that portion of the Participant's Individual
Account attributable to the following types of
contributions?
Elective Deferrals |X| Yes |_| No
Matching Contributions (if made) |X| Yes |_| No
Employer Profit Sharing Contributions |X| Yes |_| No
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 18
3. Attainment of Normal Retirement Age. May a
Participant who has attained Normal Retirement
Age but has not incurred a Termination of
Employment request a distribution from the Plan
of that portion of the Participant's Individual
Account attributable to the following types of
contributions?
Elective Deferrals |X| Yes |_| No
Matching Contributions (if made) |X| Yes |_| No
Employer Profit Sharing Contributions |X| Yes |_| No
4. Attainment of Age 59 1/2. Will Participants who
have attained age 59 1/2 be permitted to withdraw
Elective Deferrals while still employed by the
Employer? |X| Yes |_| No
5. Hardship Withdrawals of Elective Deferrals: Will
Participants be permitted to withdraw Elective
Deferrals on account of hardship pursuant to
Section 11.503 of the Plan? |X| Yes |_| No
6. In-Service Withdrawals. Will Participants be
permitted to request a distribution of that
portion of the Participant's Individual Account
attributable to the following types of
contributions during service pursuant to Section
6.01(A)(3) of the Plan?
Matching Contributions (if made) |_| Yes |X| No
Employer Profit Sharing Contributions |_| Yes |X| No
7. One-Time In-Service Withdrawal Option. Will the
one time in-service withdrawal provisions
described in Section 6.01(A)(5) of the Plan apply
to the following types of contributions?
Matching Contributions (if made) |_| Yes |X| No
Employer Profit Sharing Contributions |_| Yes |X| No
If the answer is "Yes," specify percentage that
a Participant may withdraw: _______ %
8. Hardship Withdrawals. Will Participants be
permitted to make hardship withdrawals of that
portion of the Participant's Individual Account
attributable to the following types of
contributions pursuant to Section 6.01(A)(4) of
the Plan?
Matching Contributions (if made) |X| Yes |_| No
Employer Profit Sharing Contributions |X| Yes |_| No
9. Withdrawals of Rollover or Transfer
Contributions. Will Employees be permitted to
withdraw their Rollover or Transfer Contributions
at any time? |X| Yes |_| No
NOTE: If a box is not checked for an item, "Yes" will be deemed to be
selected for that item. Section 411(d)(6) of the Code prohibits the
elimination of protected benefits. In general, protected benefits
include the forms and timing of payout options. If the Plan is being
adopted to amend and replace a Prior Plan that permitted a distribution
option described above, you must answer "Yes" to that item.
Part B. Timing of Distributions:
1. Termination of Employment. Where a Participant who is entitled to a
distribution under the Plan has a Termination of Employment (for
reasons other than death, Disability or attainment of Normal
Retirement Age), distributions shall commence (Check one):
Option (a): |X| As soon as administratively feasible following the
date the Participant requests a distribution.
Option (b): |_| As soon as administratively feasible following the
close of the Plan Year within which the Participant
requests a distribution.
Option (c): |_| As soon as administratively feasible following the
close of the Plan Year within which the Participant
requests a distribution or the Participant incurs
____ (not more than 5) consecutive one-year Breaks in
Vesting Service, whichever is later.
NOTE: If no option is selected, Option (a) will be deemed to be
selected.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 19
2. Death, Disability or Attainment of Normal Retirement Age. Where a
Participant dies, incurs a Disability or attains Normal Retirement
Age, and a distributable event has occurred, distributions shall
commence (Check one):
Option (a): |X| As soon as administratively feasible following the
date the Participant (or Beneficiary of a deceased
Participant) requests a distribution.
Option (b): |_| As soon as administratively feasible following the
close of the Plan Year within which the Participant
(or Beneficiary of a deceased Participant) requests a
distribution.
Option (c): |_| As soon as administratively feasible following the
close of the Plan Year within which the Participant
(or Beneficiary of a deceased Participant) requests a
distribution or the Participant incurs (not more than
5) consecutive one-year Breaks in Vesting Service,
whichever is later.
NOTE: If no option is selected, Option (a) will be deemed to be
selected.
--------------------------------------------------------------------------------
SECTION 16. JOINT AND SURVIVOR ANNUITY
--------------------------------------------------------------------------------
Part A. Retirement Equity Act Safe Harbor:
Will the safe harbor provisions of Section 6.05(F) of the Plan apply?
(Choose only one Option)
Option 1: |X| Yes.
Option 2: |_| No.
NOTE: You must select "No" if you are adopting this Plan as an
amendment and restatement of a Prior Plan that was subject to the joint
and survivor annuity requirements.
Part B. Survivor Annuity Percentage: (Complete only if your answer in Section
16, Part A is "No.")
The survivor annuity portion of the Joint and Survivor Annuity shall be
a percentage equal to ______ % (at least 50% but no more than 100%) of
the amount paid to the Participant prior to his or her death.
--------------------------------------------------------------------------------
SECTION 17. OTHER OPTIONS
Answer "Yes" or "No" to each of the following questions by checking the
appropriate box.
If a box is not checked for a question, the answer will be deemed to be "No."
--------------------------------------------------------------------------------
A. Loans: Will loans to Participants pursuant to Section
6.08 of the Plan be permitted? |X| Yes |_| No
B. Insurance: Will the Plan allow for the investment in
insurance policies pursuant to Section 5.13 of the Plan? |_| Yes |X| No
C. Employer Securities: Will the Plan allow for the
investment in qualifying Employer securities or
qualifying Employer real property? |_| Yes |X| No
D. Rollover Contributions: Will Employees be permitted to
make rollover contributions to the Plan pursuant to
Section 3.03 of the Plan? |X| Yes |_| No
|_| Yes, but only
after becoming
a Participant.
E. Transfer Contributions: Will Employees be permitted to
make transfer contributions to the Plan pursuant to
Section 3.04 of the Plan? |X| Yes |_| No
|_| Yes, but only
after becoming
a Participant.
F. Nondeductible Employee Contributions: Will Employees be
permitted to make Nondeductible Employee Contributions
pursuant to Section 11.305 of the Plan? |_| Yes |X| No
Check here if such contributions will be mandatory. |_|
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 20
--------------------------------------------------------------------------------
SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS
--------------------------------------------------------------------------------
Part A. Authorization:
Will Participants be permitted to direct the investment of their Plan
assets pursuant to Section 5.14 of the Plan? (Choose one)
Option 1: |X| Yes.
Option 2: |_| No.
NOTE: If no option is selected, Option 2 will be deemed to be selected.
Complete the remainder of Section 18 only if Option 1 is selected.
Part B. Investment Options:
Participants can direct the investment of their Plan assets among the
following investments (Choose one):
Option 1: |X| Only those investment options designated by the Plan
Administrator or other fiduciary.
Option 2: |_| Any allowable investment.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part C. Accounts Subject to Participant Direction:
Participants can direct the following portions of their Individual
Accounts (Choose one):
Option 1: |_| Those accounts that the Plan Administrator may designate
from time to time in a uniform and nondiscriminatory
manner.
Option 2: |_| Entire Individual Account.
Option 3: |X| The following accounts (Check all that apply):
|X| Elective Deferral Account.
|_| Matching Contribution Account.
|X| Employer Profit Sharing Account.
|X| Rollover Contribution Account.
|X| Transfer Contribution Account.
|X| Other (Specify) The first 2% of Matching Contributions
will be employer directed and invested
in the JH Stock Fund.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part D. Frequency of Investment Changes:
Participants may make changes to the investments within their Individual
Accounts with the following frequency (Choose one):
Option 1: |X| In accordance with uniform and nondiscriminatory rules
established by the Plan Administrator or other fiduciary.
Option 2: |_| Daily.
Option 3: |_| Monthly.
Option 4: |_| Quarterly.
Option 5: |_| Other (Specify) __________________________________________
__________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Also note that the Plan's Valuation Dates must be at least as often as
the frequency chosen here.
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 21
--------------------------------------------------------------------------------
SECTION 19. MISCELLANEOUS DEFINITIONS
Complete Parts A and B
--------------------------------------------------------------------------------
Part A. Valuation Date:
The Plan Valuation Date shall be (Choose one):
Option 1: |_| The last day of the Plan Year and each other date
designated by the Plan Administrator which is selected in
a uniform and nondiscriminatory manner.
Option 2: |X| Daily.
Option 3: |_| The last day of each Plan quarter.
Option 4: |_| The last day of each month.
Option 5: |_| Other (Specify) __________________________________________
__________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part B. Disability:
For purposes of this Plan, Disability shall mean (Choose one):
Option 1: |X| The inability to engage in any substantial, gainful
activity by reason of any medically determinable physical
or mental impairment that can be expected to result in
death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
Option 2: |_| The inability to engage in any substantial, gainful
activity in the Employee's trade or profession for which
the Employee is best qualified through training or
experience.
Option 3: |_| Other (Specify) __________________________________________
__________________________________________
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 20. LIMITATION ON ALLOCATIONS
More Than One Plan
--------------------------------------------------------------------------------
If you maintain or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete this
section if you maintain a welfare benefit fund, as defined in Section
419(e) of the Code, or an individual medical account, as defined in
Section 415(1)(2) of the Code, under which amounts are treated as annual
additions with respect to any Participant in this Plan.
Part A. Individually Designed Defined Contribution Plan:
If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master or
prototype plan:
1. |_| The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the
Plan will apply as if the other plan were a master or prototype
plan.
2. |_| Other method. (Provide the method under which the plans will
limit total annual additions to the maximum permissible amount,
and will properly reduce any excess amounts, in a manner that
precludes Employer discretion.)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Part B. Defined Benefit Plan:
If the Participant is or has ever been a participant in a defined
benefit plan maintained by the Employer, the Employer will provide below
the language which will satisfy the 1.0 limitation of Section 415(e) of
the Code.
1. |_| If the projected annual addition to this Plan to the account of a
Participant for any limitation year would cause the 1.0
limitation of Section 415(e) of the Code to be exceeded, the
annual benefit of the defined benefit plan for such limitation
year shall be reduced so that the 1.0 limitation shall be
satisfied.
If it is not possible to reduce the annual benefit of the defined
benefit plan and the projected annual addition to this Plan to
the account of a Participant for a limitation year would cause
the 1.0 limitation to be exceeded, the Employer shall reduce the
Employer Contribution which is to be allocated to this Plan on
behalf of such Participant so that the 1.0 limitation will be
satisfied. (The provisions of Section 415(e) of the Code are
incorporated herein by reference under the authority of Section
1106(h) of the Tax Reform Act of 1986.)
2. |_| Other method. (Provide language describing another method. Such
language must preclude Employer discretion.)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 22
--------------------------------------------------------------------------------
SECTION 21. TOP-HEAVY MINIMUM
Complete Parts A, B, C and D
--------------------------------------------------------------------------------
Part A. Minimum Allocation or Benefit:
For any Plan Year with respect to which this Plan is a Top-Heavy Plan,
any minimum allocation required pursuant to Section 3.01 (E) of the Plan
shall be made (Choose one):
Option 1: |X| To this Plan.
Option 2: |_| To the following other plan maintained by the Employer
(Specify name and plan number of plan)
__________________________________________________________
__________________________________________________________
Option 3: |_| In accordance with the method described on an attachment
to this Adoption Agreement. (Attach language describing
the method that will be used to satisfy Section 416 of the
Code. Such method must preclude Employer discretion.)
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part B. Participants Entitled To Receive Minimum Allocation:
Any minimum allocation required pursuant to Section 3.01(E) of the Plan
shall be allocated to the Individual Accounts of (Choose one):
Option 1: |X| Only Participants who are not Key Employees.
Option 2: |_| All Participants.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
Part C. Top-Heavy Ratio:
For purposes of establishing the present value of benefits under a
defined benefit plan to compute the top-heavy ratio as described in
Section 10.08(C) of the Plan, any benefit shall be discounted only for
mortality and interest based on the following (Choose one):
Option 1: |_| Not applicable because the Employer has not maintained a
defined benefit plan.
Option 2: |X| The interest rate and mortality table specified for this
purpose in the defined benefit plan.
Option 3: |_| Interest rate of _____% and the following mortality table
(Specify)
__________________________________________________________
__________________________________________________________
NOTE: If no option is selected, Option 2 will be deemed to be selected.
Part D. Top-Heavy Vesting Schedule:
Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will
apply when this Plan is a Top-Heavy Plan (unless the Plan's regular
vesting schedule provides for more rapid vesting) shall be (Choose one):
Option 1: |_| 6 Year Graded.
Option 2: |X| 3 Year Cliff.
NOTE: If no option is selected, Option 1 will be deemed to be selected.
--------------------------------------------------------------------------------
SECTION 22. PROTOTYPE SPONSOR
--------------------------------------------------------------------------------
Name of Prototype Sponsor John Hancock Funds, Inc.
-----------------------------------------------------
Address 101 Huntington Avenue, Boston, MA 02199
-----------------------------------------------------------------------
Telephone Number 800-544-3577
--------------------------------------------------------------
Permissible Investments
The assets of the Plan shall be invested only in those investments described
below (To be completed by the Prototype Sponsor):
The permissible investments shall be determined by the Employer. The
Employer reserves the right to change investment options at any time.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
Page 23
--------------------------------------------------------------------------------
SECTION 23. TRUSTEE OR CUSTODIAN
--------------------------------------------------------------------------------
Option A: |X| Financial Organization as Trustee or Custodian
Check One: |_| Custodian, |X| Trustee without full trust powers, or
|_| Trustee with full trust powers
Financial Organization Investors Bank and Trust
--------------------------------------------------------
Signature /s/ Stephen Wilbur AS AGENT FOR: INVESTORS BANK AND TRUST
---------------------------------------------------------------------
Type Name Stephen Wilbur
---------------------------------------------------------------------
Collective or Commingled Funds
List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested (Complete if applicable).
________________________________________________________________________________
________________________________________________________________________________
Option B: |_| Individual Trustee(s)
Signature _____________________________ Signature ____________________________
Type Name _____________________________ Type Name ____________________________
Signature _____________________________ Signature ____________________________
Type Name _____________________________ Type Name ____________________________
--------------------------------------------------------------------------------
SECTION 24. RELIANCE
--------------------------------------------------------------------------------
The 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
Section 401 of the Internal Revenue Code. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the appropriate Key
District office for a determination letter.
This Adoption Agreement may be used only in conjunction with Basic Plan Document
No. 04.
--------------------------------------------------------------------------------
SECTION 25. EMPLOYER SIGNATURE
Important: Please read before signing
--------------------------------------------------------------------------------
I am an authorized representative of the Employer named above and I state the
following:
1. I acknowledge that I have relied upon my own advisors regarding the
completion of this Adoption Agreement and the legal tax implications of
adopting this Plan.
2. I understand that my failure to properly complete this Adoption Agreement
may result in disqualification of the Plan.
3. I understand that the Prototype Sponsor will inform me of any amendments
made to the Plan and will notify me should it discontinue or abandon the
Plan.
4. I have received a copy of this Adoption Agreement and the corresponding
Basic Plan Document.
Signature for Employer /s/ Jeffrey H. Long
----------------------
Type Name Jeffrey H. Long
-----------------------------------
Date Signed 12-5-2000
---------------------------------
Title Vice-President, Controller
---------------------------------------
#4016 (8/94) F94 (C)1998 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE>
RELATED EMPLOYER PARTICIPATION AGREEMENT
================================================================================
--------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------
Name of Employer John Hancock Funds, Inc.
--------------------------------------------------------------
Address 101 Huntington Avenue
-----------------------------------------------------------------------
City Boston State MA Zip 02199-7603
-------------------- ------------------ ------------------
Telephone Related Employer's Federal Tax
---------------- Identification Number 04-3111116
--------------------
The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Signature for Related Employer /s/ Susan S. Newton
----------------------------
Type Name Susan S. Newton
-------------------------------------------------
Date Signed 12-6-2000
-----------------------------------------------
Title Vice-President, Corporate Secretary
-----------------------------------------------------
Acceptance By Adopting Employer
Signature for Employer /s/ Jeffrey H. Long
------------------------------------
Type Name Jeffrey H. Long
-------------------------------------------------
Date Signed 12-5-2000
-----------------------------------------------
Title Vice-President, Controller
-----------------------------------------------------
Acceptance By Trustee
Signature for Trustee /s/ Stephen Wilbur
-------------------------------------
Type Name Stephen Wilbur
-------------------------------------------------
Date Signed 11/30/00
-----------------------------------------------
Title AS AGENT FOR: INVESTORS BANK AND TRUST
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
<PAGE>
RELATED EMPLOYER PARTICIPATION AGREEMENT
================================================================================
--------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------
Name of Employer John Hancock Advisers, Inc.
--------------------------------------------------------------
Address 101 Huntington Avenue
-----------------------------------------------------------------------
City Boston State MA Zip 02199-7603
-------------------- ------------------ ------------------
Telephone Related Employer's Federal Tax
---------------- Identification Number 04-2441573
--------------------
The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Signature for Related Employer /s/ Susan S. Newton
----------------------------
Type Name Susan S. Newton
-------------------------------------------------
Date Signed 12-6-2000
-----------------------------------------------
Title Vice-President, Corporate Secretary
-----------------------------------------------------
Acceptance By Adopting Employer
Signature for Employer /s/ Jeffrey H. Long
------------------------------------
Type Name Jeffrey H. Long
-------------------------------------------------
Date Signed 12-5-2000
-----------------------------------------------
Title Vice-President, Controller
-----------------------------------------------------
Acceptance By Trustee
Signature for Trustee /s/ Stephen Wilbur
-------------------------------------
Type Name Stephen Wilbur
-------------------------------------------------
Date Signed 11/30/00
-----------------------------------------------
Title AS AGENT FOR: INVESTORS BANK AND TRUST
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
<PAGE>
RELATED EMPLOYER PARTICIPATION AGREEMENT
================================================================================
--------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------
Name of Employer Sovereign Asset Management Corp
--------------------------------------------------------------
Address One Westlakes, Suite 120, 1235 Westlakes Drive
-----------------------------------------------------------------------
City Berwyn State PA Zip 19132
-------------------- ------------------ ------------------
Telephone Related Employer's Federal Tax
---------------- Identification Number 04-3168979
--------------------
The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Signature for Related Employer /s/ Susan S. Newton
----------------------------
Type Name Susan S. Newton
-------------------------------------------------
Date Signed 12-6-2000
-----------------------------------------------
Title Vice-President, Corporate Secretary
-----------------------------------------------------
Acceptance By Adopting Employer
Signature for Employer /s/ Jeffrey H. Long
------------------------------------
Type Name Jeffrey H. Long
-------------------------------------------------
Date Signed 12-5-2000
-----------------------------------------------
Title Vice-President, Controller
-----------------------------------------------------
Acceptance By Trustee
Signature for Trustee /s/ Stephen Wilbur
-------------------------------------
Type Name Stephen Wilbur
-------------------------------------------------
Date Signed 11/30/00
-----------------------------------------------
Title AS AGENT FOR: INVESTORS BANK AND TRUST
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
<PAGE>
RELATED EMPLOYER PARTICIPATION AGREEMENT
================================================================================
--------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------
Name of Employer First Signature Bank & Trust
--------------------------------------------------------------
Address 100 Arboretum Drive, P.O. Box 7090
-----------------------------------------------------------------------
City Portsmouth State NH Zip 03802
-------------------- ------------------ ------------------
Telephone Related Employer's Federal Tax
---------------- Identification Number 02-0390378
--------------------
The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Signature for Related Employer /s/ Richard P. Zeloski
----------------------------
Type Name Richard P. Zeloski
-------------------------------------------------
Date Signed 12/5/00
-----------------------------------------------
Title President & CEO
-----------------------------------------------------
Acceptance By Adopting Employer
Signature for Employer /s/ Jeffrey H. Long
------------------------------------
Type Name Jeffrey H. Long
-------------------------------------------------
Date Signed 12-5-2000
-----------------------------------------------
Title Vice-President, Controller
-----------------------------------------------------
Acceptance By Trustee
Signature for Trustee /s/ Stephen Wilbur
-------------------------------------
Type Name Stephen Wilbur
-------------------------------------------------
Date Signed 11/30/00
-----------------------------------------------
Title AS AGENT FOR: INVESTORS BANK AND TRUST
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
Signature for Trustee
-------------------------------------
Type Name
-------------------------------------------------
Date Signed
-----------------------------------------------
Title
-----------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
RETIREMENT PLAN REGISTRATION FORM
--------------------------------------------------------------------------------
John Hancock Signature Services Inc. (John Hancock), is required to maintain
records of all clients who establish qualified retirement plans using the
prototype document sponsored by John Hancock Funds Inc. Therefore, it is
critical that each client complete this Retirement Plan Registration Form and
forward it along with the completed Adoption Agreement to John Hancock. Upon
receipt of all registration materials, we will forward a copy of the favorable
Opinion Letter issued by the Internal Revenue Service for the prototype document
adopted. In the event of future changes to our prototype documents, John Hancock
will notify each client through records established from this Retirement Plan
Registration Form.
In addition, the Retirement Plan Registration Form must be completed for all new
plans amending and restating to any John Hancock Funds Inc., prototype document.
Please print or type the following information:
I. Plan Name: The Investment Incentive Plan for the Employees of the John
Hancock Funds Companies
------------------------------------------------------------
Employer: John Hancock Funds
------------------------------------------------------------
Address: 101 Huntington Avenue, Boston, MA 02199
------------------------------------------------------------
Phone #: (617) 375-1500
------------------------------------------------------------
II. Prototype mailings, amendments, etc., should be sent to:
Name: Jolie C. Bath
------------------------------------------------------------
Address: 101 Huntington Avenue, Boston, MA 02199
------------------------------------------------------------
Phone #: (617) 375-1500
------------------------------------------------------------
Relationship: |_| Trustee |_| Broker |X| Other: Plan Administrator
------------------
Name:
------------------------------------------------------------
Address:
------------------------------------------------------------
Phone #:
------------------------------------------------------------
Relationship: |_| Trustee |_| Broker |_| Other:
------------------
III. The Employer adopting this document will only be considered to have
adopted this prototype plan if this Retirement Plan Registration Form is
countersigned by an authorized representative of John Hancock. Any
employer using this document without proper countersignature will be
considered to have an individually designed plan. The countersignature of
this Retirement Plan Registration Form does not entitle the employer to
any administrative services. Such administrative services may only be
provided pursuant to the Administrative Services Agreement.
I understand that neither John Hancock nor its representatives can assume
responsibility for the administration, or the legal and tax implications
of adopting this plan. I also understand that John Hancock will register
the plan under its prototype program and will furnish amendments as
required to keep the plan in compliance with applicable law.
/s/ Jeffrey H. Long
--------------------------------
Name
12-5-2000 Vice-President, Controller
-------------------- --------------------------------
Date Title
Agreed to and accepted by John Hancock Signature Services, Inc.:
/s/ Catherine Bombardier
--------------------------------
Name
11/30/2000 Technical Consultant
-------------------- --------------------------------
Date Title
