MERRILL LYNCH PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

Transcription

1 MERRILL LYNCH PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST Base Plan Document #03 used in conjunction with: Non-Standardized Profit Sharing Plan Adoption Agreement #012 Letter Serial Number: J393667a National Office Letter Date: 03/31/2014 Non-Standardized Money Purchase Pension Plan Adoption Agreement #013 Letter Serial Number: J393668a National Office Letter Date: 03/31/2014 Non-Standardized 401(k) Profit Sharing Plan Adoption Agreement #014 Letter Serial Number: J393669a National Office Letter Date: 03/31/2014 Standardized 401(k) Profit Sharing Plan Adoption Agreement #015 Letter Serial Number: J293670a National Office Letter Date: 03/31/2014 Standardized Money Purchase Pension Plan Adoption Agreement #016 Letter Serial Number: J293671a National Office Letter Date: 03/31/2014 Standardized Profit Sharing Plan Adoption Agreement #017 Letter Serial Number: J293672a National Office Letter Date: 03/31/2014 Standardized Basic sm Money Purchase Pension Plan Adoption Agreement #018 Letter Serial Number: J293673a National Office Letter Date: 03/31/2014 Standardized Basic sm Profit Sharing Plan Adoption Agreement #019 Letter Serial Number: J293674a National Office Letter Date: 03/31/2014 Standardized RCMA Money Purchase Pension Plan Adoption Agreement #020 Letter Serial Number: J293675a National Office Letter Date: 03/31/2014 Standardized RCMA 401(K) Profit Sharing Plan Adoption Agreement #021 Letter Serial Number: J293676a National Office Letter Date: 03/31/2014 This Base Plan Document and its related Adoption Agreements are important legal instruments with legal and tax implications. Merrill Lynch, Pierce, Fenner & Smith Incorporated does not provide legal or tax advice to the Employer. The Employer is urged to consult with its own attorney with regard to the adoption of this Plan and its suitability to its circumstances. RCMA is a trademark of Bank of America Corporation (BofA Corp.). Merrill Lynch makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a registered broker-dealer and member SIPC, and other subsidiaries of BofA Corp. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value Neither BofA Corp. nor any of its affiliates provide legal, tax or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions Bank of America Corporation. All rights reserved NSB

2 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C TAX EXEMPT AND GOVERNMENT ENTITIES DIVISION Plan Description: Prototype Standardized Money Purchase Pension Plan FFN: Case: EIN: Letter Serial No: J293673a Date of Submission: 04/02/2012 MERRILL LYNCH PIERCE FENNER & SMITH INC 1400 MERRILL LYNCH DRIVE MSC 04-3N-COMPLIANCE PENNINGTON, NJ Contact Person: Janell Hayes Telephone Number: In Reference To: TEGE:EP:7521 Date: 03/31/2014 Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter, a copy of the approved plan, and copies of any subsequent amendments to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the sponsor on behalf of employers must provide the date of adoption by the sponsor. This letter considers the changes in qualification requirements contained in the Cumulative List of Notice , I.R.S Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401 (a). The employer can generally rely on the letter as described in Rev. Proc , I.R.S. 608, provided the terms of the plan are followed in operation. Our opinion does not apply for purposes of Code section 401 (a)(1 O)(S) and section 401 (a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also, for this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3), or an individual medical account as defined in Code section 415(1)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan. An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section (a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section (a)(4)-5(a)(3) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the Letter4333

3 MERRILL LYNCH PIERCE FENNER & SMITH INC FFN: Page: 2 effective availability requirement of section (a)( 4)-4( c) of the regulations with respect to any benefit, right or feature. An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section (a)(4)-4 of the regulations. Our opinion does not apply for purposes of the requirement of section (a)-1 (b )(2) of the regulations applicable to a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62. This is not a ruling or determination with respect to any language in the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L , 110 Stat (DOMA) or U.S. v. Windsor, 133 S. Ct (2013), which invalidated that section. The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401 (a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401 (a)(10)(b) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan's normal retirement age which is earlier than age 62 satisfies the requirements of section 401 (a)-1 (b )(2) of the Income Tax Regulations; (3) that the plan is a multiple employer plan; (4) whether there has been a partial termination; and (5) to comply with published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter in these circumstances by filing an application with Employee Plans Determinations on Form 5300, without restating for the Cumulative List in effect when the application is filed. If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers. If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. Sincerely Yours, Andrew E. Zuckerman Director, Employee Plans Rulings and Agreements Letter4333

4 DEPARTMENT O F THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C TAX EXEMPT ANO GOVERNMENT ENTITIES DIVISION Plan Description: Prototype Standardized Profit Sharing Plan FFN: Case: EIN: Letter Serial No: J293674a Date of Submission: 04/02/2012 MERRILL LYNCH PIERCE FENNER & SMITH INC 1400 MERRILL LYNCH DRIVE MSC 04-3N-COMPLIANCE PENNINGTON, NJ Contact Person: Janell Hayes Telephone Number: In Reference To: TEGE:EP:7521 Date: 03/31/2014 Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter, a copy of the approved plan, and copies of any subsequent amendments to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the sponsor on behalf of employers must provide the date of adoption by the sponsor. This letter considers the changes in qualification requirements contained in the 2010 Cumulative List of Notice , I.R.S Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401 (a). The employer can generally rely on the letter as described in Rev. Proc , I.R.S. 608, provided the terms of the plan are followed in operation. Our opinion does not apply for purposes of Code section 401(a)(1 O)(S) and section 401 (a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution p!an(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also, for this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3), or an individual medical account as defined in Code section 41 5(1)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan. An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section (a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section (a)(4)-5(a)(3) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the Letter4333

5 MERRILL LYNCH PIERCE FENNER & SMITH INC FFN: Page: 2 effective availability requirement of section (a)(4)-4(c) of the regulations with respect to any benefit, right or feature. An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section (a)(4)-4 of the regulations. Our opinion does not apply for purposes of the requirement of section (a)-1 (b)(2) of the regulations applicable to a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62. This is not a ruling or determination with respect to any language in the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L , 110 Stat (DOMA) or US. v. Windsor, 133 S. Ct (2013}, which invalidated that section. The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401 (a}(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401 (a)(1 O)(B) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan's normal retirement age which is earlier than age 62 satisfies the requirements of section 401 (a)-1 (b)(2) of the Income Tax Regulations; (3) that the plan is a multiple employer plan; (4) whether there has been a partial termination; and (5) to comply with published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter in these circumstances by filing an application with Employee Plans Determinations on Form 5300, without restating for the Cumulative List in effect when the application is filed. If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers. If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. Sincerely Yours, Andrew E. Zuckerman Director, Employee Plans Rulings and Agreements Letter 4333

6 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASH I NGTON, D. C T AX EXEMPT AND G OVERNMENT ENTITIES DIVI SION Plan Description: Prototype Standardized Money Purchase Pension Plan FFN: Case: EIN: Letter Serial No: J293675a Date of Submission: 04/02/2012 MERRILL LYNCH PIERCE FENNER & SMITH INC 1400 MERRILL LYNCH DRIVE MSC 04-3N-COMPLIANCE PENNINGTON, NJ Contact Person: Janel! Hayes Telephone Number: In Reference To: TEGE:EP:7521 Date: 03/31/2014 Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter, a copy of the approved plan, and copies of any subsequent amendments to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the sponsor on behalf of employers must provide the date of adoption by the sponsor. This letter considers the changes in qualification requirements contained in the 2010 Cumulative List of Notice , I.R.S Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employers plan qualifies under Code section 401 (a). The employer can generally rely on the letter as described in Rev. Proc , I.R.B. 608, provided the terms of the plan are followed in operation. Our opinion does not apply for purposes of Code section 401 (a)(1 O)(B) and section 401 (a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also, for this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A( d)(3), or an individual medical account as defined in Code section 415(1)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan. An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section 1.401(a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section (a)(4)-5(a)(3) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the Letter 4333

7 MERRILL LYNCH PIERCE FENNER & SMITH INC FFN: Page: 2 effective availability requirement of section 1.401(a)(4)-4(c) of the regulations with respect to any benefit, right or feature. An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section (a)(4)-4 of the regulations. Our opinion does not apply for purposes of the requirement of section (a)-1 (b)(2) of the regulations applicable to a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62. This is not a ruling or determination with respect to any language in the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L , 110 Stat 2419 (DOMA) or U.S. v. Windsor, 133 S. Ct (2013), which invalidated that section. The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401(a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401 (a)(1 O)(B) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan's normal retirement age which is earlier than age 62 satisfies the requirements of section 401 (a)-1 (b )(2) of the Income Tax Regulations; (3) that the plan is a multiple employer plan; (4) whether there has been a partial termination; and (5) to comply with published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter in these circumstances by filing an application with Employee Plans Determinations on Form 5300, without restating for the Cumulative List in effect when the application is filed. If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers. If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. Sincerely Yours, Andrew E. Zuckerman Director, Employee Plans Rulings and Agreements Letter 4333

8 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C TAX EXEMPT ANO GOVERNMENT ENTITIES D IVI SION Plan Description: Prototype Standardized Profit Sharing Plan Wcth CODA FFN: Case: EIN: Letter Serial No: J293676a Date of Submission: 04/02/2012 MERRILL LYNCH PIERCE FENNER & SMITH INC 1400 MERRILL LYNCH DRIVE MSC 04-3N-COMPLIANCE PENNINGTON, NJ Contact Person: Janel! Hayes Telephone Number: In Reference To: TEGE:EP:7521 Date: 03/31/2014 Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter, a copy of the approved plan. and copies of any subsequent amendments to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the sponsor on behalf of employers must provide the date of adoption by the sponsor. This letter considers the changes in qualification requirements contained in the 2010 Cumulative List of Notice , I.R.B Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). The employer can generally rely on the letter as described in Rev. Proc , I. R. B. 608, provided the terms of the plan are followed in operation. Our opinion does not apply for purposes of Code section 401 (a)(10)(b) and section 401 (a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also. for this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e). which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3), or an individual medical account as defined in Code section 415(1)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan. An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section (a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section (a)(4)-5(a)(3) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the Letter4333

9 MERRILL LYNCH PIERCE FENNER & SMITH INC FFN: Page: 2 effective availability requirement of section (a)(4)-4(c) of the regulations with respect to any benefit, right or feature. An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section (a)(4)-4 of the regulations. Our opinion does not apply for purposes of the requirement of section 1.401(a)-1(b)(2) of the regulations applicable to a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62. This is not a ruling or determination with respect to any language in the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L , 110 Stat (DOMA) or U.S. v. Windsor, 133 S. Ct (2013), which invalidated that section. The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, tf appropriate, welfare benefit funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401 (a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401 (a)(1 O)(B) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan's normal retirement age which is earlier than age 62 satisfies the requirements of section 401 (a)-1 (b)(2) of the Income Tax Regulations: (3) that the plan is a multiple employer plan: (4) whether there has been a partial termination; and (5) to comply with published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter in these circumstances by filing an application with Employee Plans Determinations on Form 5300, without restating for the Cumulative List in effect when the application is filed. If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers. If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. Sincerely Yours, Andrew E. Zuckerman Director, Employee Plans Rulings and Agreements Letter 4333

10 TABLE OF CONTENTS ARTICLE PAGE ARTICLE I DEFINITIONS Limitation Compensation: Account: Active Participant: Account Balance: ACP Test: Actual Contribution Percentage: Actual Deferral Percentage: Adoption Agreement: ADP Test: Affiliate: Annuity Contract: Average Contribution Percentage or ACP: Average Deferral Percentage or ADP: Base Plan Document: Beneficiary: Benefit Commencement Date: Benefit Factor: Break in Service: CODA: Code: Compensation: Computation Period: Defined Benefit Plan: Defined Contribution Plan: Disability: Distributee: Early Retirement Age: Early Retirement Date: Earned Income: Election Period: Elective Contributions: Elective Deferral Contributions: Elective Deferral Election:... 7 i

11 1.34 Eligible Employees: Eligible Retirement Plan: Eligible Rollover Distribution: Employee: Employee After-Tax Contribution: Employee After-Tax Election: Employer: Employer Account: Employer Derived Account Balance: Employment: Entry Date: ERISA: Excess Aggregate Contributions: Excess Contributions: Excess Elective Deferral Contributions: Fully Vested Severance: Group Trust: Highly Compensated Employee: Hour of Service: Immediately Distributable: Inactive Participant: Integration Level: Investment Committee: Investment Manager: IRS: Key Employee: Leased Employee: Life Annuity: Limitation Year: Master or Prototype Plan: Matching Contribution: Maternity or Paternity Absence: Nonhighly Compensated Employee: Nonvested Severance: Normal Retirement Age: Original Effective Date: Partially Vested Severance: Participant: Participant Directed Assets: Period of Severance: ii

12 1.74 Plan: Plan Administrator: Plan Compensation: Plan Year: Predecessor Employer: Predecessor Employer Service: Pre-Tax Contributions: Pre-Tax Election: Prevailing Wage Contribution: Primary Employer: Prototype Plan: Qualified Joint and Survivor Annuity: Qualified Matching Contributions: Qualified Nonelective Contributions: Qualified Plan: Qualified Preretirement Survivor Annuity: Qualified Reservist Distribution: Qualified Voluntary Employee Contributions (QVECs): Qualifying Employer Securities: Restatement Effective Date: Rollover Contributions: Roth Contributions: Roth Election: Secretary: Self-Employed Individual: Sponsor: Spouse: Surviving Spouse: Taxable Wage Base: Temporary Employee: Testing Compensation: True-Up: Trust: Trust Fund: Trustee: USERRA: Valuation Date: Vesting Service: Years of Service: iii

13 ARTICLE II PARTICIPATION Admission as a Participant: General Rules: Changes in Employment Status: Elective Deferral and Employee After-Tax Elections: Amendment to Age and Service Requirements: Amendment to Entry Date: Rollover Participant: Crediting of Service for Eligibility Purposes - Breaks in Service: Nonvested Employees' Pre-Break Service: Vested Participants Retain Service: Termination of Participation: IRS Corrections: Provision of Information: Waiver of Plan Participation: USERRA Crediting Service: ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS Employer Contributions and Allocations: Profit Sharing Contributions: Matching Contributions: Money Purchase Contributions: (b) Related Provisions: Contributions on Behalf of Disabled Participants: Permitted Disparity: Cross Testing Contributions Provided by Leasing Organization: Short Plan Year: Plan Year to Which Contributions are Deemed to be Made: Collectively Bargained Employees Benefit Accruals for Participants who Die or Become Disabled During Qualified Military Services Employee After-Tax Contributions: Rollover Contributions: Elective Deferral Contributions and Account Allocations: Elective Deferral Contributions: Limitation on Elective Deferral Contributions: Limitation on Contribution Percentage: Establishing of Accounts: Pre-Tax Contributions Account: Roth Contributions Account: iv

14 3.6.3 Profit Sharing or Money Purchase Contributions Account: Employee After-Tax Contributions Account: Matching Contributions Account: Qualified Matching Contributions Account: Qualified Nonelective Contributions Account: Rollover Contributions Account: QVEC Account: Prevailing Wage Account: Safe Harbor Matching Contributions Account: Safe Harbor Nonelective Contributions Account: QACA Safe Harbor Matching Contributions Account: QACA Safe Harbor Nonelective Contributions Account: Miscellaneous Account: Limitation on Amount of Allocations: Definitions: Annual Additions Limit: Participation in More Than One Plan: Participation in Non-Prototype Plans: Return of Employer Contributions Under Special Circumstances: Contributions Are Conditional: Return of Contributions: QVECs: Qualified Nonelective Contributions: Qualified Matching Contributions: Contribution and Allocation of Qualified Nonelective Contributions and Qualified Matching Contributions: Prevailing Wage Contribution: Safe Harbor Method CODA: Rule of Application: Governing Provisions: Definitions: ADP Test Safe Harbor: ACP Test Safe Harbor: Contributions Fully Vested: USERRA: Qualified Automatic Contribution Arrangement ( QACA ): Rule of Application Governing Provisions Definitions QACA Automatic Deferrals v

15 QACA Matching Contributions QACA Nonelective Contributions Withdrawal and Vesting Restrictions Uniformity Notice Requirements Suspended Deferrals Re-Hired Employees Eligible Automatic Contribution Arrangement ( EACA ) Definitions Applicability Uniformity Requirement Notice Requirement Withdrawal of Default Elective Deferrals Unwind Withdrawals Special Rule for Distribution of Excess Contributions and Excess Aggregate Contributions ARTICLE IV VESTING Determination of Vesting: Vested Accounts: Full Vesting Events: Other Vesting Events: Forfeitures: Rules for Crediting Vesting Service: General Rule: Breaks in Service: Employer Accounts Forfeitures: Nonvested Severance: Partially Vested Severance: Vesting After Partial Distribution: Withdrawal Does Not Cause Forfeiture: Top-Heavy Provisions: Terms: Top-Heavy Vesting Schedule: Minimum Allocation: ARTICLE V AMOUNT AND DISTRIBUTION OF BENEFITS, WITHDRAWALS AND LOANS Distribution: Benefit Commencement Date: Elective Deferrals, Qualified Nonelective, Qualified Matching, and Safe Harbor Contributions: Amount of Benefits Upon a Fully Vested Severance: Amount of Benefits Upon a Partially Vested Severance: vi

16 5.4 Amount of Benefits Upon a Nonvested Severance: Amount of Benefits Upon a Severance Due to Disability: Distribution and Restoration: Cash-Out of Small Amounts: Forfeiture of Nonvested Account Upon Distribution: Restoration of Forfeited Amounts: Consent Requirements: Timing of Notice and Consent: Withdrawals During Employment: Age 59½ Withdrawal: Age 70½ or Normal Retirement Age Withdrawal: Rollover Contribution and Employee After-Tax Contribution Withdrawal: Rules and Procedures: Forfeitures: Spousal Consent: Transfers From Money Purchase Pension Plan to Profit Sharing Plan: In-Service Withdrawals of Money Purchase Assets: Loans: Participant Loans: Conditions for Loans: Account Adjustments: General Rules: Suspension of Loan Repayments: Hardship Distributions: General Rules: Immediate and Heavy Financial Need: Distribution Necessary to Satisfy Financial Need: Exception to General Rules: Limitation on Commencement of Benefits: Distribution Requirements: Definitions: Requirements of Treasury Regulations Incorporated: TEFRA Section 242(b)(2) Elections: Time and Manner of Distribution: Payment of Required Minimum Distributions during Participant s Lifetime: Required Minimum Distributions after Participant s Death: Required Minimum Distribution Not Required For Calendar Year Qualified Reservist Distributions: In-Plan Roth Rollovers vii

17 ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS Methods of Distribution: Plans Subject to Annuity Requirements Normal Form of Benefit: Non-QJSA Profit Sharing Plans Single Sum Normal Form of Benefit: Election of Optional Forms: QJSA Explanation: Election Revocation: Spousal Consent to QJSA/QPSA Waiver: Death Before Benefits Commence: Change in Form of Benefit Payments: Direct Rollovers: ARTICLE VII DEATH BENEFITS Payment of Account Balances: Payment to Beneficiary: Form of Benefit: Cash Out: Beneficiaries: Written Explanation of Benefit: Beneficiary Designation: Manner of Designation: Beneficiary of Married Participants Designation of Non-Spouse Beneficiary: Multiple Beneficiaries: Qualified Disclaimers: ARTICLE VIII FIDUCIARIES Named Fiduciaries: Plan Administrator: Named Fiduciaries: Investment Authority: ERISA Fiduciary Duty Standards: Employment of Advisers: Multiple Fiduciary Capacities: Indemnification: Payment of Expenses: Plan Expenses: Transactional Costs: Taxes: Permitted Payments: ARTICLE IX PLAN ADMINISTRATION The Plan Administrator: Appointment of Plan Administrator: viii

18 9.1.2 Voting Authority: Other Authority: Powers and Duties of the Plan Administrator: Interpretation of Plan Document: Administrative Powers: Elections: Miscellaneous: Delegation of Responsibility: Administrative Error: ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE Appointment of Trustee and Investment Committee: Appointment: Status of Trustee: Action of Trustee: Action of the Employer: The Trust Fund Contributions to Trust Fund: Assets of Trust Fund: Relationship with Plan Administrator: Trustee Not Responsible for Payments from the Trust Fund: Communication of Plan Administrator Directions: Disputes Concerning Payments: Investment of Assets: Permissible Investments: Investment Limitations: Investments in Qualifying Employer Securities or Qualifying Employer Real Property: Prototype Plan: Investment Direction, Participant Directed Assets and Qualifying Employer Investments: Management of Investments: Participant Directed Assets: Administration of Participant Directed Assets: Investment of Funds Pending Investment Direction: Communication of Investment Direction: Voting and Other Rights Other than for Qualifying Employer Securities: Voting Qualifying Employer Securities: Tender or Exchange of Qualifying Employer Securities: Failure to Vote or Tender With Respect to Trust Fund Assets: Proxy Materials: Common or Collective Trust Fund: ix

19 10.6 Valuation of Accounts: Valuation Date: Valuation Date of Distribution: Valuation of Assets: Loans: Insurance Contracts: Authority to Appoint Insurance Company: Payment of Insurance Premiums: Owner of Insurance Contract: Dividends Earned on Insurance: Reduced Death Benefit: Cash Surrender Value: Minimum Premium Requirements: Origination of Premium Payments: Distribution of Life Insurance Contracts: Conflict Between Plan and Insurance Contract: The Investment Manager: Appointment: Qualifications of Investment Manager: Investment Manager as Fiduciary: Identification of Amounts for Investment Manager: Second Trust Fund: Powers of Trustee: Trustee s Power: Additional Powers: Limitations on Trustee s Authority: Accounting and Records: Maintenance of Records and Accounts: Written Accounting: Judicial Settlement of Accounts: Resignation and Removal of Trustee: Resignation of Trustee: Removal of Trustee: Successor Trustee: Settlement of Accounts: Transfer of Assets: Rights and Privileges: Group Trust: Trustee of Group Trust: Maintenance of Accounting Records: x

20 10.14 Disclosure to Merrill Lynch Affiliates and Portfolio Companies: Diversification Requirements Applicability Elective Deferral Contributions, Employee After-Tax Contributions, and Rollover Contributions Invested in Employer Securities Employer Contributions Invested in Employer Securities Investment Options ARTICLE XI PLAN AMENDMENT OR TERMINATION Plan Amendment: Authority of Sponsor and Primary Employer to Amend: Recognition as Prototype Plan: Limitations of Amendments: Vesting Schedule Amendment: Right of the Employer to Terminate Plan: Authority to Terminate: Additional Power to Terminate: Miscellaneous: Effect of Partial or Complete Termination or Complete Discontinuance of Contributions: Determination of Date of Complete or Partial Termination: Effect of Termination: Distribution of Accounts: ARTICLE XII MISCELLANEOUS PROVISIONS Exclusive Benefit of Participants: Plan Not a Contract of Employment: Action by Employer: Source of Benefits: Benefits Not Assignable: Domestic Relations Orders: Claims Procedure: Benefit Claims Other Than on Account of Disability: Disability Claims: Records and Documents: Benefits Payable to Minors, Incompetents and Others: Plan Merger or Transfer of Assets: Continuation of Plan: Benefit of Participants: Transfer of Benefit: Employers: Adoption of Plan by Affiliates: Termination of Participation in Plan xi

21 Employer Power: Multiple Employer Plan: Controlling Law: Singular and Plural and Article and Section References: Unclaimed Benefit: Electronic Media: xii

22 ARTICLE I DEFINITIONS As used in this Base Plan Document and its related Adoption Agreements, each of the following terms shall have the meaning given to that term as set forth in this Article I: Limitation Compensation: 415 Limitation Compensation is Compensation as defined in Section 3.7.1(C). 415 Limitation Compensation is used for purposes of the Annual Additions limitation of Code Section 415 and Section 3.7, the determination of Highly Compensated Employees under Code Section 414(q) and Section 1.51, the determination of Key Employees under Code Section 416 and Section 1.59, and the Minimum Allocation under Code Section 416 and Section Unless indicated otherwise in the Adoption Agreement, 415 Limitation Compensation shall be Form W-2 Compensation. 1.2 Account: The Account maintained for a Participant. With respect to each Participant, the following separate source accounts shall be maintained, as necessary: a Pre-Tax Contributions Account, a Roth Contributions Account, an Employee After-Tax Contributions Account, a Profit Sharing Contributions Account, a Money Purchase Contributions Account, a Matching Contributions Account, a Qualified Matching Contributions Account, a Qualified Nonelective Contributions Account, a Rollover Contributions Account, a Prevailing Wage Contributions Account, a QVEC Account, a Safe Harbor Matching Contributions Account, a Safe Harbor Nonelective Contributions Account, a QACA Safe Harbor Matching Contributions Account, and a QACA Safe Harbor Nonelective Contributions Account. Also, the Plan Administrator may establish other Miscellaneous Account(s) as it deems necessary to administer the Plan. Subaccount means any one or more of the separate source accounts referred to in this Section. 1.3 Active Participant: A Participant who is an Eligible Employee. 1.4 Account Balance: The value of an Account, or Subaccount (as the context requires) determined as of the applicable Valuation Date. 1.5 ACP Test: The Actual Contribution Percentage test set forth in Section 3.5(A) that is used to determine the maximum ACP Contribution Amounts (generally, Employee After-Tax and Matching Contributions) permitted for a Highly Compensated Employee. 1.6 Actual Contribution Percentage: The ratio defined in Section 3.5(A)(1)(a) for purposes of the ACP Test. 1.7 Actual Deferral Percentage: The ratio defined in Section 3.4.2(B)(1)(a) for purposes of the ADP Test. 1.8 Adoption Agreement: The document so designated with respect to this Prototype Plan that is executed by the Employer, as amended from time to time. 1

23 1.9 ADP Test: The Actual Deferral Percentage test set forth in Section 3.4.2(B) that is used to determine the maximum amount of Highly Compensated Employee deferrals (generally, Pre-Tax Contributions and Roth Contributions) under the Plan Affiliate: Any corporation or unincorporated trade or business that is: (A) a member of a controlled group of corporations (within the meaning of Code Section 414(b)) that includes the Employer; (B) a member of any trade or business under common control (within the meaning of Code Section 414(c)) with the Employer; (C) a member of an affiliated service group (within the meaning of Code Section 414(m)) that includes the Employer; or 414(o). (D) any other entity to the extent required to be aggregated with the Employer under Code Section The Plan Administrator will also determine and apply Affiliate status in accordance with Code Section 415(h) Annuity Contract: An individual or group annuity contract issued by an insurance company providing periodic benefits, whether fixed, variable or both, the benefits or value of which a Participant or Beneficiary cannot transfer, sell, assign, discount, or pledge as collateral for a loan or as security for the performance of an obligation, or for any other purpose, to any person other than the issuer thereof. The terms of any annuity contract purchased and distributed by the Plan to a Participant or Spouse shall comply with the requirements of this Plan Average Contribution Percentage or ACP: For a specified group of eligible Participants for the Plan Year, the average of the Participants Actual Contribution Percentages determined as provided in Section 3.5(A)(1)(c) for purposes of the ACP Test Average Deferral Percentage or ADP: For a specified group of eligible Participants for the Plan Year, the average of the Participants Actual Deferral Percentages determined as provided in Section 3.4.2(B)(1)(c) for purposes of the ADP Test Base Plan Document: The document so designated with respect to this Prototype Plan Beneficiary: A person, persons, trust or trusts, estate, or other entity entitled to receive any payment of benefits under Article VII Benefit Commencement Date: As determined under Article V, the first day with regard to which a Participant or Beneficiary receives or begins to receive payment in any form of distribution as a result of death, Disability, termination of Employment, Early Retirement Age, Plan termination or upon or after Normal Retirement Age or age 70½. 2