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PLAN #001
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST
SPONSORED BY
PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.
The employer named below hereby establishes a Cash or Deferred Profit-
Sharing Plan for eligible Employees as provided in this Adoption
Agreement and the accompanying Basic Prototype Plan and Trust/Custodial
Account, Basic Plan Document #03.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the plan, complete this
section based on the lead Employer. Additional Employers
may adopt this Plan by attaching executed signature pages to
the back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
ALLEGIANT BANCORP, INC.
2122 KRATKY ROAD
ST. LOUIS, MO 63114
(b) TELEPHONE NUMBER: (314) 692-8200
(c) TAX ID NUMBER: 43-0437475
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
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(e) NAME OF PLAN: ALLEGIANT BANCORP, INC. 401(k) PROFIT
SHARING PLAN AND TRUST
(f) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 001
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of .
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(b) This is an amended Plan.
i) The effective date of the original Plan was January 1, 1993.
The effective date of the amended Plan is January 1, 1999.
NOTE: The effective date of the amended Plan for the Tax Reform
Act of 1986 required changes is the first day of the 1987
Plan Year. Sections 7(f) and 12 herein shall be effective
as of the first day of the 1989 Plan Year. Any prior
amendments to the plan which were intended to have effect
after December 31, 1986 will continue to be in effect only
until the effective date of this amended and restated plan.
3. DEFINITIONS
(a) "Compensation" shall include all items as set forth in
paragraph 1.12 of the Basic Plan Document #03.
[ ] (i) For purposes of Discretionary Contributions,
Compensation shall include all amounts for the
Plan Year during which the employee was
eligible to participate.
[x] (ii) For purposes of Discretionary Contributions,
Compensation will only include amounts for the
period during which the Employee was eligible
to participate.
(b) "Entry Date"
[ ] (i) The first day of the month coinciding with or
following the date on which an Employee meets
the eligibility requirements.
[ ] (ii) The earlier of the first day of the Plan Year
of the first day of the seventh month of the
Plan Year coinciding with or following the
date on which an Employee meets the
eligibility requirements.
[x] (iii) The first day of the Plan Year, or the first
day of the fourth month, or the first day of
the seventh month or the first day of the
tenth month, of the Plan Year coinciding with
or following the date on which an Employee
meets the eligibility requirements.
(c) "Hours of Service" shall be determined on the basis of the
method selected below. Only one method may be selected.
The method selected shall be applied to all Employees
covered under the Plan as follows:
[ ] (i) On the basis of actual hours for which an
Employee is paid or entitles to payment.
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[ ] (ii) On the basis of days worked. An Employee
shall be credited with ten (10) Hours of
Service if under paragraph 1.41 of the Basic
Plan Document #03 such employee would be
credited with a least one (1) Hour of Service
during the day.
[x] (iii) On the basis of weeks worked. An Employee
shall be credited with forty-five (45) Hours
of Service if under paragraph 1.41 of the
Basic Plan Document #03 such Employee would be
credited with a least one (1) Hour of Service
during the week.
(d) "Limitation Year" the limitation year shall be the Plan Year
unless another year is specified here:
(e) "Net Profit"
[x] (i) Not applicable (profits will not be required
for any contributions to the Plan).
[ ] (ii) As defined in paragraph 1.48 of the Basic Plan
Document #03.
(f) "Plan Year." The 12-consecutive month period commencing on
January 1 and ending on December 31.
(g) "Qualified Early Retirement Age." For purposes of making
distributions under the provisions of a Qualified Domestic
Relations Order, the Plan's Qualified Early Retirement Age
with regard to the Participant against whom the order is
entered [x] shall [ ] shall not be the date the order is
determined to be qualified. If "shall" is elected, this
will only allow payout to the alternate payee(s).
(h) "Qualified Joint and Survivor Annuity." The safe-harbor
provisions of paragraph 8.7 of the Basic Plan Document #03
are applicable. If the Plan is not safe-harbored under
paragraph 8.7 of the Basic Plan Document, the survivor
annuity shall be 50% of the annuity payable during the lives
of the Participant and Spouse.
(i) "Taxable Wage Base"
[x] (i) Not applicable. Plan is not integrated with
Social Security.
[ ] (ii) The maximum earnings considered wages for such
Plan Year under Code Section 3121(a).
[ ] (iii) % (not more than 100%) of the amount
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considered wages for such Plan year under Code
Section 3121(a).
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[ ] (iv) $ provided that such amount is not
-----------
in excess of the amount determined under
paragraph 3(i)(ii) above.
NOTE: Using less than the maximum at (ii) may result
in a change in the allocation formula in
section 7.
(j) "Year of Service"
i) For Eligibility purposes: (Choose one)
[ ] (i) The 12-consecutive month period during which
an Employee is credited with (not
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more than 1,000) Hours of Service.
[x] (ii) Elapsed time.
If no answer is specified, the Hours of Service method will
be used.
ii) For Allocation Accrual Purposes: The 12-consecutive
month period during which an Employee is credited with 501
---
(not more than 1,000) Hours of Service. (For Plan Years
beginning in 1990 and thereafter, if a number greater than
501 is specified, it will be deemed to be 501).
iii) For Vesting purposes: (Choose one)
[x] (i) The 12-consecutive month period during which
an Employee is credited with 1,000 (not more
-----
than 1,000) Hours of Service.
[ ] (ii) Elapsed time.
If no answer is specified, the Hours of Service method will
be used.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
[ ] (ii) The Plan shall cover only Employees having
completed at least one Year of Service.
[x] (iii) The plan shall cover only Employees having
completed at least 6 months (less than 12).
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NOTE: If the eligibility period selected is less
than one year, an Employee will not be
required to complete any specified number of
Hours of Service to receive credit for such
period.
(b) Age:
[ ] (i) The Plan shall have no minimum age
requirement.
[x] (ii) The Plan shall cover only Employees having
attained age 21 (not more than age 21).
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(c) Classification:
The Plan shall cover all Employees who have met the age and
service requirements with the following exceptions:
[ ] (i) No exceptions.
[ ] (ii) The Plan shall exclude Employees included in a
unit of Employees covered by a collective
bargaining agreement between the Employer and
Employee Representative, 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
Regulations Section 1.41(b)-9. For this
purpose, the term "Employee Representative"
does not include any organization more than
half of whose member are Employees who are
owners, officers, or executives of the
Employer.
[x] (iii) The Plan shall exclude Employees who are
nonresident aliens [within the meaning of Code
Section 7701(b)(1)(B)] and who receive no
earned income [within the meaning of Code
Section 911(d)(2)] from the Employer which
constitutes income from sources within the
United States [within the meaning of Code
Section 861(a)(3)].
(d) Employees on Effective Date:
[ ] (i) Not applicable. All Employees will be
required to satisfy both the age and service
requirements specified above.
[ ] (ii) Employees employed on the Plan's effective
date do not have to satisfy the Service
requirements specified above.
[x] (iii) Employees employed on the Plan's effective
date do not have to satisfy the age
requirements specified above.
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5. RETIREMENT AGE
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire
upon reaching a specified age, the Normal Retirement Age
selected below may not exceed the Employer imposed mandatory
retirement age.
[x] (i) Normal Retirement Age shall be 65 (not to
--
exceed 65).
[ ] (ii) Normal Retirement Age shall be the later of
attaining age (not to exceed age 65) or
----
the (not to exceed the 5th) anniversary
------
of the first day of the first Plan Year in which
the Participant commenced participation in the
plan.
(b) Early Retirement Age:
Early Retirement Age shall not be applicable unless the
Employer attached a form to this Adoption Agreement
certifying that Early Retirement Age is a benefit which has
accrued under the predecessor Plan which cannot be cut back
under Code Section 411(d)(6).
6. EMPLOYEE CONTRIBUTIONS
[x] (a) Participants shall be permitted to make
Elective Deferrals in any amount from 1% (not
-
more than 2%) up to 15% (not more than 20%) of
--
their compensation.
If (a) is applicable, Participants shall be
permitted to amend their Salary Savings
Agreements to change the contribution
percentage in accordance with the procedures
established by the Plan Administrator.
[x] (b) Participants shall be permitted to make after
tax Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will
apply to contributions under (a) above. The
Average Contribution Percentage Test will
apply to contributions under (b) and may apply
to (a).
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7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the
Plan in accordance with the formula or
formulas selected below. The Employer's
contribution shall be subject to the
limitations contained in Articles III and X.
For this purpose, a contribution for a Plan
Year shall be limited for the Limitation Year
which ends with or within such Plan Year.
Also, the integration allocation formulas
below are for Plan Years beginning in 1989 and
later. The Employer's allocation for earlier
years shall be specified in its Plan prior to
amendment for the Tax Reform Act of 1986.
(a) Current or Accumulated Net Profits are required
[ ] (i) Matching Contributions.
[ ] (ii) Qualified Non-Elective Contributions.
[ ] (iii) Discretionary Contributions.
If no answer is specified, Current or Accumulated Net
Profits will not be required.
NOTE: Elective Deferrals can always be contributed
regardless of profits.
(b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount withheld
from the Compensation of such Participant pursuant to his or
her Salary Savings Agreement.
An Employee who has terminated his or her election under the
Salary Savings Agreement other than for hardship reasons may
not make another Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[ ] (ii) until the first day of the next valuation
period.
[X] (iii) For a period of 3 month(s) (not to exceed 12
-
months).
If not option is specified, option (ii) will apply.
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[X] (c) Matching Employer Contribution [See paragraphs (g), (h) and
(i)]:
[ ] (i) PERCENTAGE MATCH: The Employer shall
contribute and allocate to each eligible
Participant's account an amount equal to %
---
of the amount contributed and allocated in
accordance with paragraph 7(b) above. The
Employer shall not match Participant Elective
Deferrals as provided above in excess of
$ or in excess of % of the
------ ---
Participant's Compensation.
[X] (ii) DISCRETIONARY MATCH: The Employer shall
contribute and allocate to each eligible
Participant's account a percentage of the
Participant's Elective Deferral contributed
and allocated in accordance with paragraph
7(b) above. The Employer shall not match
Participant Elective Deferrals excess of
$ or in excess of % of the
------ ---
Participant's Compensation.
[ ] (iii) TIERED MATCH: The Employer shall contribute
and allocate to each Participant's account an
amount equal to % of the first % of the
--- ---
Participant's Compensation, and % of the
---
next % of the Participant's Compensation.
---
NOTE: Percentages specified in (iii) above may not
increase as the percentage of Participant's
contribution increases.
[ ] (iv) FLAT DOLLAR MATCH: The Employer shall
contribute and allocate to each Participant's
account $ if the Participant defers
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at least 1% of Compensation.
[ ] (v) ELIGIBILITY FOR MATCH: Matching Contributions
will be made to [x] all Employees eligible to
participate [ ] only to non-Highly Compensated
Employees eligible to participate.
[X] (vi) QUALIFIED MATCH: Employer Matching
Contributions will be treated as Qualified
Matching Contributions to the extent specified
by the Employer at the time the Matching
Employer Contributions are made.
[ ] (vii) MATCHING CONTRIBUTION COMPUTATION PERIOD: The
time period upon which matching contributions
will be based shall be:
[ ] (A) Weekly
[ ] (B) Bi-weekly
[ ] (C) Semi-monthly
[ ] (D) Monthly
[X] (E) Quarterly
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[ ] (F) Semi-Annually
[ ] (G) Annually
[X] (d) Qualified Non-Elective Employer Contribution - [See
paragraphs (g), (h) and (i)]. These contributions are fully
vested when contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation
as a percentage of the Compensation of all eligible
Employees. This part of the Employer's contribution and the
allocation thereof shall be unrelated to any Employee
contributions made hereunder. The amount of Qualified non-
elective Contributions taken into account for purposes of
meeting the ADP or ACP test requirements is the amount
necessary to meet both the ADP and ACP tests. Qualified
non-Elective Contributions will be made to only non-Highly
Compensated Employees eligible to participate.
[X] (e) Additional Employer Contribution Other Than Qualified Non-
Elective Contributions - Non-Integrated [See paragraphs (g),
(h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation
as a percentage of the Compensation of all eligible
Employees. This part of the Employer's contribution and the
allocation thereof shall be unrelated to any Employee
contributions made hereunder.
[X] (f) Additional Employer Contribution - Integrated Allocation
Formula [See paragraphs (g), (h) and (i)].
The Employers contribution for the Plan Year plus any
forfeitures (only if they are reallocated to Participants
under Section 9 herein), shall be allocated to the accounts
of eligible Participants as set forth in the Basic Plan
Document #03 of paragraphs 5.3.
NOTE: Only one plan maintained by the Employer may be integrated
with Social Security.
(g) Allocation of Excess Amounts (Annual Additions)
Excess deferrals which result in an Excess Amount shall be
returned to the Participant. In the event that the
allocation formula of other contributions results in an
Excess Amount, such excess shall be:
[X] (i) Placed in a suspense account accruing no gains
or losses for the benefit of the Participant.
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NOTE: For every Limitation Year, or part thereof,
that a suspense account exists, the Employer
will be subjected to a ten-percent penalty on
the monies held in the suspense account.
[ ] (ii) Reallocated as additional Employer
contributions to all other Participants to the
extent that they do not have any Excess
amount.
If no answer is specified, the suspense
account method will be used.
(h) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the
sum of the contributions and forfeitures as allocated to
eligible Employees under paragraphs 7(d), 7(e), 7(f) and 9
of this Adoption Agreement shall not be less than the amount
required under paragraph 14.2 of the Basic Plan Document
#03. Top-Heavy minimums will be allocated to:
[ ] (i) All eligible Participants
[X] (ii) Only eligible non-Key Employees who are
Participants.
(i) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employee is
subject to both the ADP and ACP tests and the sum of such
tests exceeds the Aggregate Limit, the limit will be
satisfied by reducing the ACP of the affected Highly
Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) For Plan Years beginning in 1990 and thereafter, the
Employer will allocate Employer related contributions to any
Participant who is credited with more than 500 Hours of
Service or is employed on the last day of the Plan Year
without regard to the number of Hours of Service.
The Employer will also allocate Employer-related
contributions to any Participant who terminates during the
Plan Year without accruing the necessary Hours of Service if
they terminate as a result of:
[X] (i) Retirement
[X] (ii) Disability
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[X] (iii) Death
[ ] (iv) Other termination
(b) If applicable, for Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990, the
Employer will not allocate Employer-related
contributions to any Participant who
terminates employment during the Plan Year.
[ ] (ii) The Employer will allocate Employer related
contributions to Employees who terminate
during the Plan Year as a result of:
[ ] (1) Retirement
[ ] (2) Disability
[ ] (3) Death
[ ] (4) Other termination provided that the
Participant has completed a Year of
Service.
[ ] (5) Other termination.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives
[ ] (i) Not applicable. All contributions are always
fully vested.
[ ] (ii) Forfeitures shall be allocated to Participants
in the same manner as the Employer's
contribution.
[ ] (iii) Forfeitures shall be applied to reduce the
Employer's contribution for such Plan Year.
[X] (iv) Forfeitures shall be applied to offset
administrative expenses of the Plan. If
forfeitures exceed these expenses, (iii) shall
apply.
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(b) Date for Reallocation
NOTE: If no distribution has been made to a former
Participant, sub-section (I) below will apply
to such participant even if the Employer
elects (ii) or (iii) below as its normal
administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of
the Plan Year during which the former
Participant incurs his or her fifth
consecutive one year Break in Service.
[ ] (ii) Forfeitures will be reallocated immediately
(as of the next Valuation Date).
[X] (iii) Forfeitures will be reallocated as of the end
of the Plan Year in which the Participant
separates from service.
[ ] (iv) Forfeitures shall be reallocated as of the end
of the Plan Year during which the former
Employee incurs his or her (1st, 2nd, 3rd or
4th) consecutive one year Break in Service.
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year
Breaks in Service, the funds for restoration of account
balances will be obtained from the following resources in
the order indicated (fill in 1 and 2 in the following boxes
to indicate order):
[1] (i) Current year's forfeitures.
[2] (ii) Additional Employer contribution.
If no answer is specified, the order will be (i) and (ii).
(d) Forfeitures of Excess Aggregate Contributions shall be:
[X] (i) Applied to reduce Employer contributions
[ ] (ii) Allocated, after all other forfeitures under
the Plan, to the Matching Contribution account
of each non-Highly Compensated Participants
who made Elective Deferrals in the ratio which
each such Participant's Compensation for the
Plan Year bears to the total Compensation of
all Participants for such Plan Year. Such
forfeitures cannot be allocated to the account
of any Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so
applied at the end of the Plan Year in which they occur.
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10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect
to defer to the Plan, an amount not to exceed
% of any Employer paid cash bonus made
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for such Participant for any year. A Participant
must file an election to defer such contribution
at least fifteen (15) days prior to the end of
the Plan Year. If the Employee fails to make
such an election, the entire Employer paid
cash bonus to which the Participant would be
entitled shall be paid as cash and not to the
Plan. Amounts deferred under this section
shall be treated for all purposes as Elective
Deferrals. Notwithstanding the above, the
election to defer must be made before the
bonus is made available to the Participants.
[X] (b) Not applicable.
If no answer is specified, option (b) will
apply.
11. LIMITATIONS ON ALLOCATIONS
[X] (i) This is the only Plan the Employer maintains
or ever maintained; therefore, this section is
not applicable.
[ ] (ii) The Employer does maintain or has maintained
another Plan (including a Welfare Benefit Fund
or an individual medical account [as defined
in Code Section 415(1)(2)], under which
amounts are treated as Annual Additions) and
has completed the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit
Fund or an individual medical account [as defined in Code Section
415(1)(2)], in which any Participant in this Plan is (or was) a
participant or could possibly become a Participant.
(a) If the Participant is covered under another qualified
Defined Contribution Plan maintained by the Employer, other
than a Master or Prototype Plan:
[ ] (i) The provisions of Article X of the Basic Plan
Document #03 will apply, as if the other plan
were a Master or Prototype Plan.
[ ] (ii) Attach provisions stating 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.
If no answer is specified, option (i) will
apply.
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(b) If a Participant is or ever has been a participant in a
Defined Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of
Code Section 415(e). Such language must preclude Employer
discretion. The Employer must also specify the interest and
mortality assumptions used in determining Present Value in
the Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code
Section 416 relating to Top-Heavy Plans shall be satisifed
by:
[ ] (i) This Plan.
[ ] (ii)
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(Name of other qualified plan of the Employer).
[ ] (iii) Attach provisions stating the method under
which the minimum contribution and benefit
provisions of Code Section 416 will be
satisfied. If a Defined Benefit Plan is or
was maintained, an attachment must be provided
showing interest and mortality assumptions
used in the Top-Heavy ratio.
If no answer is specified, option (i) will
apply.
12. VESTING
Contributions under paragraph 7(b), 7(c)(vi) and 7(d) are always
fully vested. Employer contributions shall be subject to the
vesting table selected by the Employer below. A Participant shall
receive credit for a Year of Service as specified at 3(j)(iii) of
this Adoption Agreement.
(a) Vesting Schedules
NOTE: The vesting schedules below only apply to a Participant who
has at least one Hour of Service during or after the 1989
Plan Year. If applicable, Participants who separated from
Service prior to the 1989 Plan Year will remain under the
vesting schedule as in effect in the Plan prior to amendment
for the Tax Reform act of 1986.
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(i) Full and immediate vesting.
<TABLE>
<CAPTION>
1 2 3 4 5 6 7
<S> <C> <C> <C> <C> <C> <C> <C>
(ii) % 100%
---
(iii) % % 100%
--- ---
(iv) % 20% 40% 60% 80% 100%
---
(v) % % 20% 40% 60% 80% 100%
--- ---
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) % % % % 100%
--- --- --- ---
(viii) 20% 40% 60% 80% 100% 100% 100%
-- -- -- -- --- ---
</TABLE>
NOTE: The percentages selected for schedule (viii) may not be less
for any year than the percentages shown at schedule (v).
Contribution will vest as provided below:
Vesting
Option
Selected Type of Employer Contribution
-------- -----------------------------
VIII 7(c) Employer Match on Salary Savings
VIII 7(e) or (f) Employer Discretionary
(b) Top-Heavy Vesting
For any Plan Year in which the Plan is Top-Heavy, the
following minimum vesting rules will apply:
i) Schedules (v), (vi) and (viii) above will
automatically shift to schedule (iv).
ii) Schedule (vii) above will automatically shift to
schedule (iii)
(c) Service disregarded for Vesting:
[X] (i) No service will be disregarded.
[ ] (ii) Service prior to the Effective Date of this
Plan or a predecessor Plan shall be
disregarded when computing a Participant's
vested and nonforfeitable interest.
[ ] (iii) Service prior to a Participant having attained
age 18 shall be disregarded when computing a
Participant's vested and nonforfeitable
interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for
eligibility, Hours of Service shall include service the following
predecessor organization(s): (These hours will also be used for
vesting purposes.)
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14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, including Direct Rollovers, as
described at paragraph 1.69 of the Basic Plan Document #03
[X] shall [ ] shall not be permitted to be made to the Plan.
If permitted, Employees [X] may [ ] may not make Rollover
Contributions prior to meeting the eligibility requirements
for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the
Basic Plan Document #03 [X] shall [ ] shall not be permitted
to be made to the Plan. If permitted, Employees [X] may [ ]
may not Transfer Contributions prior to meeting the
eligibility requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept
such contributions if its Plan meets the safe-harbor
rules of paragraph 8.7 of the Basic Plan Document #03.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the
Basic Plan Document #03, [X] are [ ] are not permitted. If
permitted, Hardship withdrawals [ ] shall [X] shall not be limited
to Elective Deferrals.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.8 of the Basic
Plan Document #03, [X] are [ ] are not permitted. If permitted,
repayments of principal and interest shall be repaid to the
Participant's segregated account.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.9 of the Basic Plan
Document #03 [ ] shall [X] shall not be applicable.
18. INVESTMENT DIRECTION
[X] (a) Employer Investment Direction
The Employer investment direction provisions, as set
forth in Article XIII of the Basic Plan Document #03,
shall be applicable to the following:
[ ] (i) All monies
[ ] (ii) Employer Discretionary and Matching Monies
[ ] (iii) Employer Discretionary Monies excluding
Matching Monies
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[X] (iv) Employer Matching Monies only.
[X] (b) Employee Investment Direction
Employee investment direction provisions, as set forth
in Article XIII of the Basic Plan Document #03, shall
be applicable to all monies not directed by Employer.
If no answer is specified, Employee Investment Direction will apply.
NOTE: Each of the mutual funds in which the Plan may invest
carries its own fees and expenses which may include
management fees, Rule 12b-1 fees and/or other fees and
expenses, which are described in detail in each Fund's
prospectus. Employees who invest in one or more of these
mutual funds will, as shareholders of those mutual funds,
bear their pro-rata portion of each fund's fees and expenses
and may also pay a sales charge or contingent deferred sales
charge in connection with their purchases of fund shares.
Employer acknowledges that Prudential Securities
Incorporated (PSI) and Pruco Securities Corporation (Prusec)
may be deemed to benefit from advisory and other fees paid
to its affiliates in connection with the management and
operation of the mutual funds in which the Employee may
invest, from sales charges and contingent deferred sales
charges imposed as described in the prospectus and from fees
paid to The Prudential Insurance Company of America in
connection with the Guaranteed Interest Account.
19. EARLY PAYMENT OPTION
(a) A Participant who has attained age 59-1/2 and who has not
separated from Service [X] may [ ] may not obtain a
distribution of his or her vested Employer contributions.
(b) A Participant who has attained the Plan's Normal Retirement
Age and who has not separated from Service [X] may [ ] may
not receive a distribution of his or her vested account
balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken
away. Notwithstanding the above, to the contrary required
minimum distributions will be paid. For timing of
distributions, see item 20 below.
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20. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination benefits shall be paid:
[ ] (i) As soon as administratively feasible following
the close of the Plan Year during which a
distribution is requested or is otherwise
payable.
[X] (ii) As soon as administratively feasible,
following the date on which a distribution is
requested or is otherwise payable.
[ ] (iii) Only after the Participant has achieved the
Plan's Normal Retirement Age, or Early
Retirement Age, if applicable.
If no answer is specified, option (ii) will
apply.
(b) Optional Forms of Payment:
[X] (i) Lump sum
[ ] (ii) Installment payments
[ ] (iii) Other form(s)<F*> as specified:
-------------------
If no answer is specified, option (I) will
apply.
[FN]
<F*> Annuities are only available in either a nonsafe-
harbored Plan which does not meet the provisions of
paragraph 8.7 of Basic Plan Document #03 or in a Plan
which previously offered annuities as an optional form
of payment.
21. SPONSOR CONTACT
The Sponsor of this Prototype Plan is Prudential Fund Management,
Inc., One Seaport Plaza, New York, New York 10292. Any questions
regarding this Prototype Plan document may be directed to your
Prudential Representative. You may also call Prudential Mutual
Fund Services at (800) 848-4015.
22. SIGNATURES:
DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS
THAT BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR
ATTORNEY OR TAX ADVISOR, IF ANY.
The adopting Employer understands that there are fees for each
account under the Plan. THE BASIC PLAN DOCUMENT CONTAINS A PRE-
DISPUTE ARBITRATION CLAUSE FOUND IN ARTICLE XIII, SECTION 13.7
ARBITRATION.
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IF EMPLOYER INVESTMENT DIRECTION APPLICABLE, NAME(S) OF
INDIVIDUAL(S) AUTHORIZED TO ISSUE INVESTMENT AND
ADMINISTRATIVE INSTRUCTIONS TO THE PLAN SPONSOR OF
AFFILIATE:
Karen E. Box
--------------------------------------------------------
(a) EMPLOYER:
This agreement and the corresponding provisions of the Plan
and Trust Basic Plan Document #03 were adopted by the
Employer the 1 day of February, 1999.
- --
Signed for the Employer by: Karen E. Box
-----------------------------------
Title: Vice President - Human Resources
-----------------------------------
Signature: /s/ Karen E. Box
-----------------------------------
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY
COMPLETE THE ADOPTION AGREEMENT MAY RESULT IN
DISQUALIFICATION OF ITS PLAN.
Employer's Reliance: An employer who maintains or has ever
maintained or who later adopts any Plan [included, after
December 31, 1985, a Welfare Benefit Fund, as defined in
Section 419(e) of the Code, which provides post-retirement
medical benefits allocated to separate accounts for Key
Employees, as defined in Section 419A(d)(3)] or an
individual medical account, as defined in Code Section
415(1)(2) in addition to this Plan may not rely on the
opinion letter issued by the National Office of the Internal
Revenue Service as evidence that this Plan is qualified
under Section 401 of the Code. If the Employer who adopts
or maintains multiple Plans wishes to obtain reliance that
such Plan(s) are qualified, application for a determination
letter should be made to the appropriate Key District
Director of Internal Revenue. The Employer understands that
its failure to properly complete the Adoption Agreement may
result in disqualification of its Plan.
The Employer may not rely on the opinion letter issued by
the National Office of the Internal Revenue Service as
evidence that this Plan is qualified under section 401 of
the Code unless the terms of the Plan, as herein adopted or
amended, that pertain to the requirements of Code Sections
401(a)(4), 401(a)(17), 401(1), 401(a)(5), 410(b) and 414(s),
as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the
first Plan Year beginning after December 31, 1988 (or such
later date on which these requirements first become
effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer
is no longer entitled, under regulations, to rely on a
reasonable,
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good faith interpretation of these requirements, and the
prior provisions of the Plan constitute such an
interpretation.
This Adoption Agreement may only be used in conjunction with
Basic Plan Document #03.
(b) TRUSTEE:
Name of Trustee:
[X] Prudential Bank & Trust Company
One Ravinia Drive, Suite 1000
Atlanta, Georgia 30346
NOTE: There is an annual trustee fee charged under the Plan
if Prudential Bank & Trust Company is appointed at Trustee.
[ ] The Trustee will be the following individuals:
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #03 as a Trust.
As such, the Employer's Plan as contained herein was
accepted by the Trustee the 7th day of April, 1999.
--- ----- --
Signed for the Trustee by:
------------ ------------
Signature Signature
------------ ------------
Signature Signature
------------ ------------
Signature Signature
(c) Prudential Mutual Fund Management, Inc.
The Employer's Agreement and the corresponding provisions of
the Plan and Trust Basic Plan Document #03 were accepted by
Prudential Mutual Fund Management, Inc. the 2nd day of
---
March, 1999.
----- --
Signed for by: Sharon A. Clarke
--------------------------------------------
Title Manager, Pension Consulting
--------------------------------------------
Signature: /s/ Sharon A. Clarke
--------------------------------------------
20
