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D&K HEALTHCARE RESOURCES, INC.
401(K) PROFIT SHARING PLAN AND TRUST
RESOLUTION
WHEREAS, D&K Healthcare Resources, Inc. (hereinafter called "Company"),
established and maintains the D&K Healthcare Resources, Inc. 401(k) Profit
Sharing Plan and Trust (hereinafter called the "Plan"); and
WHEREAS, in accordance with the terms of the Plan, the Company is authorized
to amend the Plan at any time; and
WHEREAS, the Company now deems it advisable to amend the Plan;
BE IT RESOLVED that VC Services, Inc. and Jaron, Inc. shall be added as
Participating employers to the Plan as follows:
PARTICIPATING EMPLOYERS (in addition to those previously named):
VC Services, Inc.
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EIN: 41 157 088 3 Fiscal Year End: June 30
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By: Effective Date: 03/02/95
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Jaron, Inc.
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EIN: 65 066 204 5 Fiscal Year End: June 30
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By: Effective Date: 03/17/98
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BE IT FURTHER RESOLVED that Sections B5g and D2 shall be deleted and
replaced with the following:
B5 TYPE OF ENTITY
AND, is the Employer a member of . . .
g. A controlled group? (x) Yes ( ) No
D2 EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)
Employees of Affiliated employers:
a. ( ) will not or N/A
b. (x) will
--
be treated as Employees of the Employer adopting the Plan.
NOTE: If D2b is elected each Affiliated Employer should execute this
Adoption Agreement as a Participating Employer.
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BE IT FURTHER RESOLVED that the Plan is hereby amended effective January 1,
2000 as follows:
Section D6d of the Adoption Agreement shall be deleted in its entirety and
replaced with the following Section D6h:
D6 VESTING OF PARTICIPANT'S INTEREST OTHER THAN MATCHING CONTRIBUTIONS
(Plan Section 6.4(b))
The vesting schedule, based on number of Years of Service, shall be as
follows:
h. (x) Other -- must be at least as liberal as either c or g above.
<TABLE>
<CAPTION>
Year of Service Percentage
--------------- ----------
<S> <C>
1 0%
2 25%
3 50%
4 75%
5 100%
6 100%
7 100%
</TABLE>
Sections E3h, E3n, E3o, E3p, E8b and the first item E8b2 on page 15 of the
Adoption Agreement shall be deleted in their entirety and replaced with the
following:
E3 FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION
(Plan Section 11.1(b))
h. (x) Shall a Year of Service be required in order to share in the
matching contributions?
With respect to Plan Years beginning after 1999 . . .
1. ( ) Yes (Could cause Plan to violate minimum participation
and coverage requirements under Code Sections 401(a)(26) and 410)
2. (x) No
With respect to Plan Years beginning before 2000 . . .
1. ( ) N/A New Plan or same as years beginning after 1999.
2. (x) Yes
3. ( ) No
n. (x) Matching contributions shall be made,
o. ( ) during the Plan Year
p. (x) within 30 days after the end of the Plan Year Quarter.
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E8 ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k))
Any Participant who terminated employment during the Plan Year for
reasons OTHER THAN death, Total and Permanent disability or retirement:
b. With respect to the allocation of Employer Matching Contributions,
a Participant:
2. For Plan Years beginning AFTER 1999
i. ( ) N/A
ii. (x) Shall share in the allocations, regardless of Hours of
Service, provided such Participant was employed on the last
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day of the Plan Year Quarter for which the matching
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contribution is made.
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iii. ( ) Shall share in the allocations provided such Participant
completed more than 500 Hours of Service.
iv. ( ) shall share in such allocations provided such Participant
completed a Year of Service.
v. ( ) shall not share in such allocations, regardless of Hours
of Service.
NOTE: If b.2.iv or v is selected, the Plan could become discriminatory
in operation.
ADOPTION
The above resolution is adopted and effective January 1, 2000.
Approved: /s/ Martin D. Wilson 3/27/00
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Martin D. Wilson, President and Chief Operating Officer
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