TRUST AGREEMENT DEFERRED PROFIT SHARING PLAN

Transcription

1 TRUST AGREEMENT DEFERRED PROFIT SHARING PLAN AGREEMENT: Entered into in Quebec City, in the province of Quebec, as at the date of signature of the Application. hereinafter referred to as the Effective Date BETWEEN: Name of the Employer, as indicated on the Application, a body duly incorporated pursuant to the laws of the province of registration and having its head office at the address indicated on the Application. hereinafter referred to as the Employer AND: INDUSTRIAL ALLIANCE TRUST INC., a body corporate incorporated under the Trust and Loan Companies Act (Canada), having its head office in Quebec City, in the province of Quebec. hereinafter referred to as the Trustee TRUST AGREEMENT N o as indicated in the confirmation of acceptance of the Application. WHEREAS the Employer has agreed to adhere to the terms of this Trust Agreement; WHEREAS the Employer has set up a deferred profit sharing plan for its employees (hereinafter referred to as the Plan ), a copy of which is appended as Appendix A hereto and forms part of this Trust Agreement; WHEREAS in accordance with the Income Tax Act (Canada), the Employer must make contributions payable under the Plan to a trustee that must hold the sums for the purposes set out in the Plan; WHEREAS this Trust Agreement is established as a consequence of the Application to establish the Plan that the Employer has completed and submitted to the Trustee, a copy of which is appended hereto; WHEREAS the conditions set forth in the following pages, along with the appended Application to establish the Plan and other appendices and amendments, are part of the Trust Agreement; AND WHEREAS the Trustee consents to serve in a fiduciary capacity with regard to funds held in the Plan for the purposes outlined therein; THESE STATEMENTS HAVING BEEN MADE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: Normand Gervais President Frédéric Villeneuve Director, Compliance and Administration ia Trust is a trademark and business name under which Industrial Alliance Trust Inc. operates.

2 Table of Contents 1. Definitions Trust fund Investments Member account Employer obligations Trustee s powers Benefits Investment-related fees Annual trust agreement maintenance fees Income taxes Delegation Trustee s liability Accounts and statements Replacement of trustee Delivery of records Notices Amendment and termination Headings Successors and assigns Unlawful or invalid stipulation Assignment Trust Applicable law... 9 Appendix A Provisions of the Deferred Profit Sharing Plan for the Employees Appendix B Fee schedule Appendix C Services provided

3 1. DEFINITIONS Unless otherwise indicated in this Trust Agreement, all terms and expressions used herein have the same meaning as is accorded them in the Plan. For the definition of these terms and expressions, which are written with an initial capital letter herein, the Employer should refer to the Definitions section as it appears in the Plan. 2. TRUST FUND The Employer shall set up a trust fund with the Trustee, consisting of the amounts of money and other property deemed acceptable by the Trustee (the Contributions ) which are delivered to the Trustee from time to time as Contributions, including the earnings, profits, and accretions derived therefrom and the assets substituted therefore, less the authorized payments made (the Trust Fund ). The Trustee shall hold the Trust Fund and handle it in accordance with the provisions of this Trust Agreement and the Plan. No part of the Trust Fund may be used or diverted for purposes other than those of the Plan. 3. INVESTMENTS The Trustee must invest the Trust Fund in the various investments that are available and approved by the Employer. The Trustee is the contractholder of a group annuities contract (hereinafter the Annuities Contract ) issued by Industrial Alliance Insurance and Financial Services Inc. (hereinafter Industrial Alliance ). As of the date of this Trust Agreement, the Employer shall instruct the Trustee to invest the Trust Fund held in the Annuities Contract, as may be amended from time to time. In accordance with the Annuities Contract, Industrial Alliance shall make various investment options available to the Employer for investment of the Trust Fund. The Employer acknowledges that the Annuities Contract and related investment options have their own investment rules. The Trustee shall invest and reinvest the portion of the Trust Fund paid by the Employer on behalf of a Member in accordance with the instructions of the Employer or the Member, as the case may be. 4. MEMBER ACCOUNT The Trustee shall allocate on behalf of each Member the Contributions that are paid to it in the year during which it receives them, pursuant to instructions from the Employer and/or the Member, as may apply. The Trustee shall maintain separate accounts for all Members in order to separately account for Contributions allocated to Members and earnings that may accrue. The Trustee shall deliver a statement of account to each Member once yearly or at any other interval agreed upon with the Employer. 2

4 5. EMPLOYER OBLIGATIONS The Employer must: a. ensure that Plan enrolment requests for each Member are received by the Trustee on a timely basis; b. ensure that membership in the Plan is offered only to those individuals who are identified as eligible under the terms of the Plan; c. notify the Trustee, as necessary and within a reasonable time period, when a Member ceases its membership in the Plan and provide proof of such membership termination to the Trustee when requested; d. transmit or have transmitted to the Trustee at least once per month a list of Members for whom Contributions were made during the preceding month, together with a cheque or deposit representing the total amount of the Contributions allocated to them, as shown on the list, unless the Employer has appointed a third party for this purpose. This list must include the Member s name, identification number, Contribution amounts, and any additional information required; e. contribute or have Contributions made to the Plan pursuant to the timeframes required by law, if applicable; f. transmit to the Trustee, as necessary and within a reasonable time period, any requests that Members may have completed to effect modifications, transfers, withdrawals, or any other information useful or needed to administer and execute the Plan, including Member change of address notifications; g. ensure that all instructions issued comply with Plan requirements, applicable law, and this Trust Agreement; h. transmit to the Trustee the names of those authorized to sign or commit on behalf of the Employer along with all documentation confirming their appointment and any modifications or updates; i. transmit all investment instructions to the Trustee. If, pursuant to the Plan Application, the Employer gives Members the opportunity to select their investment instructions in various investment options offered under the Annuities Contract, the Employer is required to select the investment options available to Members from those investment options offered by Industrial Alliance; j. transmit to the Trustee any Plan amendments that have been registered with governmental authorities or that the Trustee must register within the time periods required by applicable law; k. ensure that the Plan is at all times administered pursuant to its provisions and applicable law, and that it remains so; l. provide Members with all documents and notices transmitted by the Trustee and/or Industrial Alliance; m. provide Members with all information pertaining to the Plan. 3

5 6. TRUSTEE S POWERS The Trustee shall have the power and authority: a. to submit an Application for Plan registration to the Canada Revenue Agency (CRA); b. to hire professional consultants and agents; c. at the request of a Member or the Member s Beneficiary, to transfer amounts vested and payable to such Member to a registered retirement savings plan (RRSP), registered pension plan (RPP), or another deferred profit sharing plan (DPSP), in accordance with the applicable law; d. when a Member fails to provide the Trustee with instructions for settlement of his or her rights in the Plan within the time period prescribed by the Income Tax Act upon membership termination or Plan maturity: (i) to request that Industrial Alliance Insurance and Financial Services Inc. register in the Member s name a group retirement savings plan as a registered retirement savings plan under the Income Tax Act and transfer the Member Account balance for the Member to this registered retirement savings plan or to any other registered plan or fund of its choice, as authorized by the Income Tax Act; or (ii) to purchase a qualifying annuity from a licensed annuities provider for the Member; or (iii) to withdraw and pay the Member the amounts that are vested and payable, less applicable fees and retained taxes, if any, so as to effect a complete and final settlement of the benefits set forth in the Plan; e. to receive, hold, and invest amounts of money or property that may be paid or transferred to it as part of the Plan; f. to pay benefits to a Member in accordance with Plan provisions or, in the event of his or her death, to a Beneficiary or, lacking same, to the Member s heirs; g. to perform its duties pursuant to this Trust Agreement and to exercise all powers as if it were the owner of the Trust Fund; h. in administering the Trust Fund, to not be restricted by rules for the administration of the property of others, set forth in Title Seven of Book Four of the Civil Code of Quebec; i. to request any authorized body to search for a Member who cannot be located or appears to have disappeared, primarily because his or her personal contact information, such as a residence address, is no longer accurate and the Member has neglected to notify the Trustee of such changes and is entitled to benefits under the Plan; and to deduct fees incurred by the Trustee in this search directly from the Members Account. 4

6 7. BENEFITS All benefits payable under the Plan and this Trust Agreement are determined on the basis of the value of benefits payable under the specific rules of each investment option in which the Trust Fund invests. As of the date of this Trust Agreement, all benefits payables under the Plan and this Trust Agreement are equal to the value of benefits payable under the Annuities Contract, less applicable related fees, determined as follows: EVENT Death Other CALCULATION METHOD Book value Market value Book value shall be equal to the sum of the balances of each guaranteed investment and the transition account on the calculation date, including the interest accrued to that date, if any, plus the current value of the investment fund units on the calculation date. Market value shall be equal to the sum of the three components defined below on the calculation date: a. The book value of the transition account; b. For each guaranteed investment, the amount of the present value of future annual interest and the amount of the guaranteed investment at maturity. The interest rate used for computing present value is the interest rate, as of the calculation date, that the Trustee offers for guaranteed investments with terms equivalent to the original term selected, and based on the type of interest selected, increased by ½ of 1%; c. The current value of investment fund units. 8. INVESTMENT-RELATED FEES All fees payable under the Plan and this Trust Agreement are determined on the basis of fees relating to each investment in which the Trust Fund is invested by the Trustee in accordance with the Plan. As of the date of this Trust Agreement, all fees payables under the Plan and this Trust Agreement are equal to the fees that pertain to various investment options offered in accordance with the Annuities Contract as described in Appendix B, which is part of this Trust Agreement. 9. ANNUAL TRUST AGREEMENT MAINTENANCE FEES Annual fees payable to the Trustee for maintaining the Trust Agreement are described in Section 3 of the Annual Trust Agreement Maintenance Fees, from Appendix B, and are an integral part of this Trust Agreement. These fees represent a charge against the Trust Fund and shall be deducted from the Trust Fund unless otherwise paid by the Employer. The Trustee is authorized to deduct these fees from the Trust Fund. 5

7 10. INCOME TAXES The Trustee shall deduct from the Trust Fund and any benefits payable under the Plan any income taxes whatsoever and any applicable taxes in accordance with the present or future tax laws. 11. DELEGATION The Trustee may delegate to mandataries, including Industrial Alliance, certain of its administrative duties in order to perform specific acts. Such mandataries may receive all or part of the fees to which the Trustee is entitled hereunder, being understood that that final responsibility for Plan administration shall be incumbent on the Trustee. As of the date of this document, the Trustee has delegated its administrative functions to Industrial Alliance in accordance with this Trust Agreement. 12. TRUSTEE S LIABILITY The Trustee and its mandataries and representatives shall act with integrity and good faith in the performance of the duties entrusted to them. The Trustee and its mandataries and representatives shall not assume any liability in respect of any act or omission pertaining to their administration of the agreement, or the preservation or liquidation of an investment made in accordance herewith, unless their liability is the result of non-compliance with terms and conditions of this Trust Agreement, gross negligence, willful misconduct or their absence of good faith. The Trustee and its mandataries and representatives shall not assume any obligation or responsibility with regard to the collection of Contributions, compliance with the tax limits in respect of such Contributions, the capacity of the Trustee Fund to pay benefits, or to the benefit payments made in accordance with the instructions received. The Employer will indemnify the Plan as well as the Trustee and its mandataries and representatives for any liability resulting from a claim made by one or more persons, when the Trustee and its mandataries and representatives have acted in good faith on the basis of the instructions given to them by the person authorized by the Employer. 13. ACCOUNTS AND STATEMENTS The Trustee shall keep accurate, detailed accounts of all deposits, disbursements, allocations, investments, and transactions of the Trust Fund. The Employer may examine the accounts and records pertaining thereto at any reasonable time. Within ninety (90) days following the end of a calendar year or the removal or resignation of a Trustee, the Trustee shall file with the Employer a statement of all transactions effected during the year or during the period between the end of the previous calendar year and the date of the removal or resignation of the Trustee. Within ninety (90) days following a Member s death and in accordance with applicable legislation, the Trustee shall file with the applicant a statement of all transactions effected during the year or during the period between the end of the previous calendar year and the date of the Member s death. 6

8 Upon the expiry of the period of ninety (90) days following the date of filing of such an annual or other statement, the Trustee shall be released from any liability toward anyone whomsoever in respect of the acts it performed and the transactions it effected during the period, except in the case of transactions in respect of which the Employer or applicant filed objections in writing with the Trustee within the aforementioned period of ninety (90) days. 14. REPLACEMENT OF TRUSTEE Subject to any other time period that the Trustee and Employer may agree upon, the Trustee may resign by giving the Employer prior written notice of sixty (60) days. The Employer may remove the Trustee by giving it a prior written notice of sixty (60) days. In case of the Trustee s resignation or removal, the Employer shall appoint a successor trustee, which shall have the same powers and obligations as those conferred on the Trustee. The Trustee s removal and the appointment of a successor trustee shall be effected by means of a written document. If the successor trustee is not a legal person licensed or otherwise authorized under the laws of Canada or a province to carry on in Canada the business of offering trust services to the public, at least three (3) trustees shall be designated under the Plan; such trustees shall be natural persons at least one of whom shall not be a shareholder, an officer, or an employee of the Employer. All trustees must be Canadian residents. Any corporation resulting from an amalgamation or integration to which the Trustee may be a party which succeeds the Trustee s trust business or to which all or virtually all of the Trustee s trust property may be transmitted shall become the successor trustee pursuant hereto without further act or formality; in such case, the Trustee or any successor trustee need not give notice, such requirement being hereby waived. 15. DELIVERY OF RECORDS If the Trustee should resign or be removed, the Trustee transmits to the successor trustee, in an appropriate electronic format, personal information pertaining to the Plan with regard to Members, financial data, beneficiary designations, if any, and other information that the successor trustee requires or requests in order to carry out its duties as the Plan s successor trustee. Selected information relating to the creation and maintenance of this Trust Agreement and the Plan, which has already been conveyed to the Employer, may be retransmitted to the latter in hard copy format upon receipt of a written request to this effect and payment of applicable fees. 16. NOTICES Communications, notices, instructions, requests, and objections ( Notices ) issued by either party pursuant hereto shall be made in writing and signed by an authorized person. Notices shall be deemed to be sufficient if they are transmitted at the last known mailing address of the Employer. 7

9 The Trustee: Industrial Alliance Trust Inc. Administration (CAS6222) Group Savings and Retirement CP 1907, Station Terminus Quebec City (Quebec) G1K 7M3 Fax: or Members who shall be authorized to determine the investments on their Member Accounts under the Plan may avail themselves of this section by sending the required information to the Trustee or by any other method accepted by the Trustee. 17. AMENDMENT AND TERMINATION With the exception of the terms set out by the Employer and specified in the Plan Application, the Trustee may in its discretion amend, in whole or in part, the provisions of the Trust Agreement and the Plan; however, no amendment may authorize or permit any portion of the Trust Fund to be used or diverted for other purposes than those stipulated in the Plan. Subject to any other time period that the Trustee and the Employer may agree on, the parties reserve the right to terminate this Trust Agreement by giving the other party sixty (60) days prior written notice. 18. HEADINGS The headings of the sections of this Trust Agreement shall be used to facilitate consultation hereof and, in case of conflict between the text of this Trust Agreement and such headings, the text of this Trust Agreement shall prevail. 19. SUCCESSORS AND ASSIGNS This Trust Agreement shall be binding on the parties hereto as well as on their respective successors and assigns and shall ensure to the benefit thereof. 20. UNLAWFUL OR INVALID STIPULATION If any stipulation of this Trust Agreement is declared unlawful or invalid, for any reason whatsoever, by a court having jurisdiction, such unlawfulness or invalidity shall not affect the other stipulations hereof, and this Trust Agreement shall then be construed and implemented as if the unlawful or invalid stipulation had never formed part hereof. 8

10 21. ASSIGNMENT This Trust Agreement may not be assigned by either party without the written consent of the other party, but it may be assigned by either party to a successor that results from a corporate restructuring. 22. TRUST For more certainty, this Trust Agreement shall constitute a trust for purposes of the applicable tax legislation. 23. APPLICABLE LAW This Trust Agreement shall be interpreted and applied in accordance with the laws of the province of Quebec and the Income Tax Act (Canada). 9

11 APPENDIX A PROVISIONS OF THE DEFERRED PROFIT SHARING PLAN FOR THE EMPLOYEES OF (NAME OF EMPLOYER AS INDICATED ON THE APPLICATION) Year of the signature date of the Application 1. INTRODUCTION This deferred profit sharing plan (hereinafter the Plan ) is implemented by the Employer for its Employees and becomes effective on the Plan Effective Date. The object of the Plan is to enable the Employer to share part of its profits on a deferred basis with its eligible Employees who are affiliated with the Plan, to interest its Employees in the profitable operation of the Employer, and to defer the taxation of profits so shared until such profits are actually distributed. 2. DEFINITIONS Unless the context requires another interpretation, the following terms have the meanings ascribed to them hereinbelow for the purposes of this Plan: 2.1 Application The Application or the implementation request dated and signed by the Employer. If an Application is signed by the Employer and accepted by the Company, the Application is an integral part of the Trust Agreement by virtue of the Employer s acceptance as of the effective date. 2.2 Beneficiary Subject to Section 7.3 of this Plan, the person(s) designated by the Member to receive benefits payable upon the death of the Member under the Plan. 2.3 Contributions Money and other property deemed acceptable by the Trustee that are turned over to the latter by the Employer in keeping with Chapter 5 of this document. 2.4 Defined Contribution Limits Amounts determined under Section of the Income Tax Act (Canada). 2.5 Effective Date The date shown on the Application to establish the Plan or the date when the Plan is approved by the Canada Revenue Agency, whichever is later; however, the Effective Date of the Plan shall not be prior to the date of mailing of the Plan registration request to the Canada Revenue Agency.

12 2.6 Employee A person employed by the Employer on a full-time or part-time basis, as defined by the Employer. 2.7 Employer The organization described in the Application to establish the Plan, and any other affiliated or associated corporate entity that agrees to participate in the Plan in accordance with Chapter 4 of this document. Any mention of the Employer in the Plan relative to a measure or a decision to be made, consent or authorization to be given, or any discretionary power to be exercised refers to the Employer, acting by the intermediary of the board of directors or any individual authorized for the purposes of the Plan. 2.8 Fiscal Period The calendar year. 2.9 Income Tax Act The Income Tax Act (Canada) and related regulations, as amended or replaced from time to time Member An Employee designated by the Employer as eligible for the Plan in accordance with Chapter 3 herein, who has joined the Plan and is entitled to benefits under the Plan Member Account 2.12 Plan The part of the Plan assets allocated and credited to the Member. The Member Account is set up to enable Contributions allocated to the Member to be accounted for separately from the income that arises therefrom. The Member Account is debited for any transfers and benefits paid out on the Member s behalf, and for any related fees. This deferred profit sharing plan for Employees of the Employer, as it may be subsequently amended from time to time Trustee Industrial Alliance Trust Inc., a body corporate incorporated under the Trust and Loan Companies Act (Canada) Trust Agreement Any current or future agreement entered into by the Employer and the Trustee to establish a Trust Fund for the requirements of the Plan.

13 2.15 Trust Fund Fund maintained by the Trustee for the purpose of receiving all Contributions and paying out benefits related to the Plan. In this Plan, unless otherwise indicated, the singular includes the plural and vice versa. 3. ELIGIBILITY AND MEMBERSHIP 3.1 An eligible Employee is any individual that the Employer designates as such in its Application to establish the Plan. 3.2 An eligible Employee is considered to have become a Plan Member on the date shown on the Application or, failing this, as soon as the Employer begins to make Contributions for his or her benefit. 3.3 Employees who join the Plan shall be notified in writing of their rights by the Trustee. 3.4 An Employee s membership in the Plan shall terminate on the date of his or her death, retirement, or termination of employment, whichever of these occurs first. 3.5 An Employee may in no case continue to participate in the Plan after December 31 of the calendar year in which the Member turns 71 or any other age set out in the Income Tax Act. 3.6 A former Employee who is rehired by the Employer shall be treated like a new Employee for purposes of the Plan. 3.7 Every Member shall transmit to the Employer the information it requires to establish his or her rights and benefits under the Plan and to allow for the communication and transmission of such personal information to the Trustee. 3.8 Anyone who is: a. a person related to the Employer within the meaning of the Income Tax Act; or b. a specified shareholder of the Employer or a corporation related to the Employer, or a person related to such shareholder as defined under paragraph (d) of the definition of specified shareholder in subsection 248(1) of the Income Tax Act; c. if the Employer is a partnership, a person related to a member of the partnership; d. if the Employer is a trust, a person who is, or is related to, a beneficiary under the trust, shall not be eligible to join the Plan. 4. PARTICIPATION OF OTHER EMPLOYERS 4.1 The Employer may, at its discretion, permit any affiliated or associated employer to participate in the Plan, subject to the provisions of the Income Tax Act.

14 4.2 The participation of a new employer in the Plan must be authorized by a resolution of the employer s duly authorized board of directors, if this employer is a corporation. The new employer s participation in the Plan begins on the date set out in the resolution. 5. CONTRIBUTIONS 5.1 No Member may contribute to the Plan. 5.2 Each year, the Employer may contribute, at its option, no later than 120 days following the end of each Fiscal Period, an amount derived from its own annual or accumulated profits, or from its own profits and the profits of corporations with which it does not deal at arm s length. However, the Employer may make Contributions to the Plan only on behalf of its own Employees. The terms and conditions applicable to the Employer s Contributions shall be set out in the Application to establish the Plan. 5.3 All Contributions shall be allocated to the Members by the Trustee, in accordance with the Employer s directives. The Trustee shall allocate to each Member Contributions made with respect to him or her during the year in which the Trustee receives such Contributions. 5.4 No Contribution may be made to the Plan other than Contributions made by the Employer in accordance with Plan provisions with regard to the Member. The Contributions made with regard to the Member, as well as the amounts reallocated to the Member, as the case may be, shall not exceed any of the limits set out hereinbelow: a. the total of the Member s pension credits, as prescribed by regulation, for the year with respect to the Employer under this Plan or any other plan shall not exceed the lesser of: i. 50% of the Defined Contribution Limits, as set out in the Income Tax Act; ii. 18% of the amount that the Member would receive from the Employer for the year as compensation, within the meaning assigned by subsection 147.1(1) of the Income Tax Act, if the definition of compensation in subsection 147.1(1) were read without reference to paragraph (b) of that definition; b. the total of the Member s pension credits, as prescribed by regulation, for the year under this Plan or any other plan in respect of the Employer or any other employer who, at any time in the year, does not deal at arm s length with the Employer shall not exceed 50% of the Defined Contribution Limits for the year; c. the total of the Member s pension adjustment for the year in respect of the Employer or any other employer who, at any time in the year, does not deal at arm s length with the Employer shall not exceed the lesser of: i. the Defined Contribution Limits for the year, as set out in the Income Tax Act; ii. 18% of the total of all amounts, each of which is the Member s compensation, within the meaning assigned by subsection 147.1(1) of the Income Tax Act, for the year from the Employer or any other employer who, at any time in the year, does not deal at arm s length with the Employer.

15 5.5 All income received, capital gains incurred, and capital losses sustained by the Trust Fund shall be allocated within 90 days following the end of the Fiscal Period during which they were recorded, to the extent that they have not been allocated in preceding Fiscal Periods. 5.6 The total of the amounts forfeited during a Fiscal Period, as established pursuant to Section 6.6 shall, at the Employer s discretion, be paid to the Employer prior to the end of the following Fiscal Period, used by the Employer as contributions pursuant to Section 5.2 of this Plan for the following Fiscal Period, or reallocated to the Members in the proportion established by the Employer prior to the end of the following Fiscal Period, unless the period for the payment of such amounts is extended by the Canada Revenue Agency following a written application. 6. BENEFITS 6.1 The Member becomes irrevocably vested in all amounts, investment income, or net earnings that arise therefrom which the Trustee allocates to the Plan on the Member s behalf no later than: 1) the day when the amount is allocated, or 2) the day when the Member completes the number of months of Plan membership or service to the Employer for the purpose of becoming vested in these amounts as set out in the Application to establish the Plan, which shall not in any case exceed twenty-four (24) months of membership. 6.2 All of the Member s vested amounts, investment income, or net earnings that arise therefrom, and amounts transferred in accordance with Section 8.1 of this Plan are payable, subject to the terms and conditions governing investments held by the Trustee for the benefit of the Plan, to the Member or, in the event of the Member s death, to the Beneficiary or, absent a beneficiary, to the Member s heirs within 90 days of the earliest of the following dates: a. the date of the Member s death; b. the date on which the Member ceased to be employed by the Employer; c. the Member s retirement date; or d. the date of termination or winding-up of the Plan, and no later than the last day of the year in which the Member turns 71 or any other age set out in the Income Tax Act. 6.3 The Member may elect to receive benefits: a. in the form of an annuity purchased from a licensed annuities provider to acquire for the Member. Payment of this annuity shall begin no later than the end of the year in which the beneficiary turns 71 or any other age set out in the Income Tax Act. The annuity may provide for a guaranteed payment term that shall not exceed 15 years; or b. a lump sum to be transferred into a registered retirement savings plan, as authorized by the Income Tax Act.

16 6.4 If a vested Member eligible to receive payouts under the Plan has not provided instructions within the time period set out in the Income Tax Act, the Trustee will proceed in a manner it deems appropriate, in accordance with the Plan, to make a total and final settlement of the Member benefits, either by effecting a disbursement or a transfer to an RRSP or other registered plan or fund of its choice, as authorized by the Income Tax Act. For the purpose of applying this section and by the Member s enrolment in the Plan, the Member acknowledges that the Trustee is considered to have received all written instructions pertaining to automatic transfers and the Member appoints the Trustee to complete all required documentation and to make such choices as may be necessary. The Member also requests that Industrial Alliance Insurance and Financial Services Inc. register in the Member s name any group retirement savings plan requested by the Trustee as a registered retirement savings plan under the Income Tax Act and transfer the balance of the Member Account into the abovementioned group plan. If applicable law allows, the beneficiary of any new contract, should there be one, will be the same Beneficiary as that designated by the Member under the present Plan. The Member will be sent notice of the automatic transfer in writing. If Contributions due are made after the balance of the Member Account has been withdrawn, the Trustee must handle such transactions in the same manner as other amounts already transferred or reimbursed. The Trustee and Industrial Alliance are not responsible in any way for any loss that may arise from a reimbursement or automatic transfer in conjunction with this section. 6.5 If allowed by the Employer, the vested Member may withdraw all or some of his or her Member Account after submitting a request to this effect. 6.6 When the Member has received the amounts to which he or she is entitled, the Member Account shall be closed, hence terminating the membership of this Member in the Plan. Any amount that is not vested shall be forfeited and reallocated in accordance with Section TRUST FUND 7.1 The Trust Fund shall be administered as separate assets by the Trustee, in accordance with the Trust Agreement and the Application to establish the Plan, which form an integral part of the Plan. The Fund is established in order to provide for benefits under the Plan, with the stipulation that no part of the Contributions or the investment income derived from the Trust Fund shall be used or allocated for other purposes than for the exclusive benefit of the Members, subject to Section 5.6. In addition, no one shall have any right with respect to Trust Fund assets, except to the extent expressly set out by the Plan and the Trust Agreement. 7.2 The Employer shall instruct the Trustee to invest all Contributions received in a group annuities contract offered by Industrial Alliance Insurance and Financial Services Inc. (hereinafter the Annuities Contract ).

17 7.3 For Members residing in Quebec and provided that the Trust Fund is invested exclusively in the Annuities Contract, the Employer shall instruct the Trustee to allow these Members to designate Beneficiaries pursuant to the terms of the aforementioned Annuities Contract. Consequently, in the event that a Member residing in Quebec dies, benefits will be payable directly to the Beneficiary designated by this Member under the Annuities Contract. 7.4 Under the Annuities Contract, the Trustee shall make available to the Employer various investment options in which the Trust Fund will be invested. However, the Trustee reserves the right to add investment options, to cease offering certain investment options or modify, in whole or in part, the investment options currently offered to the Employer. The Employer and the Member acknowledge that the Trust Fund may be invested and reinvested by the Trustee following instructions from the Employer or the Member, as needed. Trust Fund asset transfers from one investment option to another shall be carried out in accordance with the terms and conditions established from time to time by the Trustee and the Employer, subject to investment administrative policies. The Trust Fund assets shall at all times be invested in an investment option in accordance with the Income Tax Act. The Trustee is not responsible for determining whether an investment made in accordance with the Employer s or the Member s instructions is or continues to be an eligible investment for the purposes of a deferred profit sharing plan or if such investment constitutes a foreign asset and shall not be liable for any taxes, if applicable, that are payable by the Trust Fund, the Employer, or the Member. The Employer and the Member acknowledge and assume exclusive responsibility with respect to the foregoing. 7.5 The Trustee shall invest the Contributions it receives as instructed by the Employer or the Member, as the case may be. 7.6 No portion of Trust Fund assets shall be invested in notes, bonds, debentures, bank acceptances, or other similar obligations of the Employer, or in a corporation with which the Employer does not deal at arm s length, as defined in the Income Tax Act. 7.7 No portion of the Trust Fund assets shall be invested in shares of corporations at least 50% of the assets of which consists of notes, bonds, debentures, bank acceptances, or other similar obligations of the Employer or a corporation with which the Employer does not deal at arm s length, as defined in the Income Tax Act. 8. TRANSFERS 8.1 The Employer may, in its discretion, permit an amount derived from another deferred profit sharing plan to be transferred to the Plan. Such transfer shall be in accordance with the provisions of the Income Tax Act and such other conditions as may be established by the Employer. The Member shall be fully and irrevocably vested in the amounts transferred. 8.2 The Employer may permit an amount from the Plan to be transferred to another deferred profit sharing plan (DPSP), a registered pension plan (RPP), a registered retirement savings plan (RRSP), or a registered retirement income fund (RRIF), if such transfer is in accordance with the provisions of the Income Tax Act.

18 9. PLAN AMENDMENT OR TERMINATION 9.1 The Employer reserves the right to modify the terms of the Plan specified in the Application to establish the Plan by completing a request for modification of an existing contract and returning it to the Trustee, duly completed, signed, and accompanied by a copy of the resolution or by-law authorizing these amendments, where appropriate. 9.2 The Employer reserves the right to terminate the Plan at its discretion at any time after giving the Trustee written notice to that effect. 9.3 The Plan shall comply with the provisions of the Income Tax Act. 9.4 In case of bankruptcy of the Employer, the Plan automatically terminates as of the date of the bankruptcy. 10. GENERAL PROVISIONS 10.1 Subject to the provisions of the Income Tax Act, the rights of a Member under the Plan shall not be surrendered or assigned, in whole or in part, unless they involve: a. an assignment under a decree, order, or judgement of a competent tribunal, or under a written agreement that relates to the division of property between an individual and the individual s spouse or common-law partner or former spouse or common-law partner, in settlement of rights resulting from their marriage, common-law partnership, or the dissolution of same; b. an assignment made by a deceased individual s legal representative to distribute said individual's estate; and c. a surrender of benefits to avoid revocation of the Plan s registration A Member shall not receive any amount from the Plan in the form of a loan The Trustee shall resolve all questions related to the administration, interpretation, or Application of the Plan The Trustee will ensure that all Members are notified in writing of their rights pursuant to the Plan, and the Employer may act as mandatary of the Trustee in order to communicate Plan conditions to all new Members No benefit or loan tied in any way to the existence of the Plan may be granted to a Member in the Plan or to an individual with whom there is not an arm s length relationship, as defined in the Income Tax Act, unless it involves: a. a benefit, the amount of which must be included in the computation of the Member s income; b. an amount indicated in paragraph 147(10)b) of the Income Tax Act;

19 c. an amount paid out as part of the Plan by the Trustee to a licensed annuities provider to acquire an annuity for the Member: i. which must become effective no later than the last day of the year in which the Member turns 71 or any other age set out in the Income Tax Act; and ii. where the potential guaranteed term does not exceed 15 years; d. for a benefit arising from an allocation or new allocation indicated in subsection 147(2) of the Income Tax Act; or e. for a benefit arising from the provision of services related to Plan administration or investments An eligible Employee s membership in the Plan shall not terminate as long as the Employee remains employed, subject to such conditions as the Employer may establish in the Application to establish the Plan. However, in case of the Member s absence as a result of illness, disability, accident, or for any other reasons, the Employer shall be entitled to determine whether the Member s membership in the Plan shall continue, and any decision made with regard to the Member shall not be considered a precedent. The Employer decides the merit of each case subject to applicable law. If the Employer decides that an Employee s membership in the Plan shall terminate, Section 6.2 of this Plan shall apply The Plan shall be considered to be a trust for the purposes of the applicable tax legislation In the event that there is a conflict between the provisions of this Plan and the Income Tax Act, the latter shall prevail.

20 APPENDIX B FEE SCHEDULE All amounts paid in conjunction with this Plan are invested by the Trustee in the various investment options offered as part of the Annuities Contract issued by Industrial Alliance Insurance and Financial Services Inc., pursuant to the investment instructions given by the Employer and/or the Member and received by the Trustee. Guaranteed investments and investment funds are those from Industrial Alliance Insurance and Financial Services Inc. The complete fee schedule for investment funds appears in the secure website of Industrial Alliance Insurance and Financial Services Inc. 1. INVESTMENT FUND FEES 1.1. Base investment management fees Investment management fees and applicable taxes are deducted from the Member Account on a monthly basis. Investment management fees are calculated based on the current value of investment fund units credited to the Member Account on each valuation date. The annual management fee rate is the rate indicated on the Application on the effective date of the Trust Agreement. Industrial Alliance Insurance and Financial Services Inc. may change investment management fee rates at any time. The Trustee shall notify the Employer in writing of any increase in the rate. This notification should be transmitted to the last known mailing address of the Employer at least sixty (60) days prior to the effective date of such increase Expenses paid from the funds Some expenses incurred in the management of the investment funds are paid directly from the fund. Such expenses include among others securities brokers commissions, all payable taxes, fees for external consultants including fees charged by external managers and all other expenses engaged for the fund Fee guarantee Annual base investment management fees are guaranteed for a twelve (12) month period, beginning on the Effective Date of the Trust Agreement, and in subsequent years may be modified with written notice of at least sixty (60) days.

21 2. TRANSACTION FEES 2.1 Fees per benefit payment or withdrawal $25, not including applicable taxes, deducted from the Member Account In the event that assets are transferred in bulk upon contract termination, the applicable $25 per member withdrawal fee shall be subject to a total maximum of $1, Fee guarantee Transaction fees are guaranteed for a twelve (12) month period, beginning on the Effective Date of the Trust Agreement, and in subsequent years may be modified with written notice of at least sixty (60) days. 3. ANNUAL FEES FOR MAINTENANCE OF THE TRUST AGREEMENT 3.1 Annual fee: No annual fee is applicable. 3.2 Fee guarantee Annual fees for maintenance of the Trust Agreement are guaranteed for a twelve (12) month period, beginning on the Effective Date of the Trust Agreement, and in subsequent years may be modified by written notice of at least sixty (60) days. 4. SPECIAL REQUESTS Fees shall be charged in the event that the Employer or Member requests special calculations or services. These fees shall be calculated according to the fee schedule in effect at the time such service is provided, and do not include applicable taxes.

22 APPENDIX C SERVICES PROVIDED The following administrative services are available: 1. Access to a Method for Automatic Rebalancing of Investments in Investment Funds for Members who requested to enrol in this service. If the Member requests this service, the Company rebalances the composition of the Member s investments in Investment Funds quarterly, according to the current investment instructions. 2. Access to the ATTITUDE portfolios. Each portfolio is made up of Investment Funds selected among the Company s Investment Funds. The allocation of Contributions to be invested in each of these Investment Funds is predetermined for each of the ATTITUDE portfolios. The allocation of Contributions to be invested in each Investment Fund of an Attitude portfolio will vary over time, according to the number of years before or after the Member s target retirement year. The composition of investments in the Investment Funds of each ATTITUDE portfolio is automatically rebalanced by the Method for Automatic Rebalancing of Investments system. 3. Access to Your Retirement Simulator service, which allows Members to compare their investments with their pre-established retirement objectives.