Exhibit B3 - OCC Plan Adoption Agreement.pdf

OFFICE OF THE COMPTROLLER OF THE CURRENCY 401(K) PLAN

ADOPTED USING ADOPTION AGREEMENT NO. 001

WITH THE PRE-APPROVED DEFINED CONTRIBUTION GOVERNMENTAL 401(A) PLAN

BASIC PLAN DOCUMENT NO. 17

DocuSign Envelope ID: B19F06BF-8E2C-4ABC-AABB-10D1E1DC45E4

TABLE OF CONTENTS

SECTION 1. SERVICE PROVIDER INFORMATION

SECTION 2. EMPLOYER INFORMATION

SECTION 3. GENERAL PLAN INFORMATION

SECTION 4. PLAN ADMINISTRATOR AND INVESTMENT FIDUCIARY INFORMATION

SECTION 5. MERGERS AND SPIN-OFFS

SECTION 6. GRANDFATHERED PROVISIONS

SECTION 7. PERMITTED CONTRIBUTIONS

SECTION 8. COVERED EMPLOYEES

SECTION 9. GENERAL SERVICE CREDITING PROVISIONS

SECTION 10. GENERAL SERVICE CREDITING PROVISIONS

SECTION 11. RETIREMENT DATES

SECTION 12. COMPENSATION

SECTION 13. EMPLOYEE CONTRIBUTIONS

SECTION 14. EMPLOYER MATCHING CONTRIBUTIONS

SECTION 15. EMPLOYER NONELECTIVE CONTRIBUTIONS

SECTION 16. ADDITIONAL REQUIREMENTS FOR RECEIVING EMPLOYER CONTRIBUTIONS

SECTION 17. ALLOCATIONS FOR EMPLOYEES WHO DIE OR BECOME DISABLED WHILE ENGAGED IN QUALIFIED

MILITARY SERVICE

SECTION 18. VESTING OF EMPLOYER CONTRIBUTIONS

SECTION 19. CONTRIBUTION LIMITATIONS

SECTION 20. COMPENSATION INVESTMENT OF PARTICIPANT ACCOUNTS

SECTION 21. LOANS

SECTION 22. HARDSHIP WITHDRAWALS

SECTION 23. NON-HARDSHIP IN-SERVICE WITHDRAWALS

SECTION 24. DISTRIBUTIONS

SECTION 25. MISCELLANEOUS

SECTION 26. FUNDING AGENT INFORMATION

SECTION 27. PRE-APPROVED DEFINED CONTRIBUTION GOVERNMENTAL 401(A) PLAN PROVIDER INFORMATION

SECTION 28. EXECUTION

ADDENDUM A GRANDFATHERED PROVISIONS

ADDENDUM B AUTOMATIC CONTRIBUTIONS UNDER EACA

ADDENDUM C SUPERSEDING PLAN PROVISIONS

ADDENDUM TO THE ADOPTION AGREEMENT

OFFICE OF THE COMPTROLLER OF THE CURRENCY 401(K) PLAN

ADOPTED USING ADOPTION AGREEMENT NO. 001

WITH THE PRE-APPROVED DEFINED CONTRIBUTION GOVERNMENTAL 401(A) PLAN

BASE PLAN DOCUMENT NO. 17

SECTION 1. SERVICE PROVIDER INFORMATION

1.1 SERVICE PROVIDER'S NAME AND ADDRESS

Name: Schwab Retirement Plan Services, Inc.

Address: 4150 Kinross Lakes Parkway

Richfield, OH 44286

SECTION 2. EMPLOYER INFORMATION

2.1 EMPLOYER NAME, ADDRESS, PHONE NUMBER, AND EMPLOYER IDENTIFICATION NUMBER (EIN)

Name: Office of the Comptroller of the Currency

Address: 400 7th Street, S.W.

Washington, D.C. 20219

Phone: (202) 649-6647

EIN: 72-0564834

2.2 EMPLOYER'S FISCAL YEAR means the 12-consecutive month period:

a. Beginning on October 1st (month day, e.g., January 1st).

b. Other: __________________________________________ (must be the period used for IRS reporting purposes)

2.3 TYPE OF ENTITY

a. Rural cooperative

b. Indian tribal government, subdivision of an Indian tribal government, agency or instrumentality of an Indian tribal government, or subdivision of an agency or instrumentality of an Indian tribal government

c. Other governmental entity (federal, state, political subdivision of state, or an agency or instrumentality of a state or political subdivision of a state)

SECTION 3. GENERAL PLAN INFORMATION

3.1 PLAN TYPE

a. Profit-sharing plan

b. Money purchase pension plan

c. 401(k) plan

(Note: A governmental plan other than a rural cooperative plan or a plan maintained by a qualifying Indian tribal employer described in 2.3b above may only provide for 401(k) Contributions if it is a grandfathered 401(k) plan. For a further description, see the Note following 7.1b below.)

3.2 PLAN NAME: Office of the Comptroller of the Currency 401(k) Plan

3.3 PLAN NUMBER: 001

3.4 PLAN EFFECTIVE DATES

a. This is a new Plan effective ____________________ (month/day/year)

(May not be earlier than the first day of the Plan Year in which the Plan is adopted)

b. This is an amendment and restatement of a plan originally effective January 1, 2000 (month/day/year). The effective date of this amendment and restatement is January 1, 2022 (month/day/year). Except as otherwise specifically indicated in Section 3.5 or ADDENDUM A, the restated Plan applies only to Covered Employees who retire, die, or otherwise terminate their employment on or after the restatement effective date. (The restatement effective date shall be no earlier than the first day of the current Plan Year.)

i. The Plan name was changed upon restatement. Prior plan name: _____________________________________

3.5 VARYING EFFECTIVE DATES

a. Special effective dates apply to Plan provisions that cannot be specified elsewhere in this Adoption Agreement (e.g., certain provisions are effective after the plan/restatement effective date). Other specified Plan provisions and their effective dates are:

3.6 FROZEN PLAN

a. The Plan is frozen effective: _________________________ (month/day/year)

(Regardless of any other Plan provisions, no further contributions shall be made by or on behalf of a Participant after the freeze effective date. If the Plan is freezing part way through a Plan Year, the Adoption Agreement will reflect the contribution provisions that were in effect prior to the freeze date.)

3.7 PLAN YEAR means:

a. The 12-consecutive-month period beginning each January 1st (month day, e.g., January 1st).

i. There is a short initial Plan Year beginning on _________________ (Plan's original effective date: month/day/year) and ending on _________________ (month/day/year)

b. Other period due to change in Plan Year

i. Original Plan Year is the 12-consecutive-month period beginning each _________________ (month day, e.g., January 1st).

A. There is a short initial Plan Year beginning on _________________ (Plan's original effective date: month/day/year) and ending on _________________ (month/day/year)

ii. Short Plan Year due to change beginning on _________________ (month/day/year) and ending on _________________ (month/day/year)

iii. After the change, the Plan Year is the 12-consecutive-month period beginning each _________________ (month day, e.g., January 1st).

3.8 LIMITATION YEAR means:

a. Plan Year

b. Employer's fiscal year

c. Calendar year

d. Other specified 12-consecutive month period: _____________________________________________________

SECTION 4. PLAN ADMINISTRATOR AND INVESTMENT FIDUCIARY INFORMATION

4.1 PLAN ADMINISTRATOR NAME, ADDRESS, AND TELEPHONE NUMBER

a. Employer (use Employer's address and telephone number)

b. Use name, address and telephone number below:

Name: Senior Deputy Comptroller for OM/CFO, Chair of the OCC 401(k) Oversight Committee c/o Darryle Brown, 401(k) Program Administrator Office of the Comptroller of the Currency

Address: 400 7th Street, S.W.

Washington, D.C. 20219

Phone: (202) 649-6613

4.2 INVESTMENT FIDUCIARY NAME, ADDRESS, AND TELEPHONE NUMBER

a. Employer (use Employer's address and telephone number)

b. Plan Administrator (use Plan Administrator's address and telephone number)

c. Use name, address and telephone number below:

Name: ______________________________________________________________________________________

Address: ______________________________________________________________________________________

Phone: ______________________________________________________________________________________

SECTION 5. MERGERS AND SPIN-OFFS

5.1 SPIN-OFF PLAN

a. The Plan is a spin-off from: _____________________________________________________________ (name of other plan)

5.2 MERGER DOCUMENTATION

a. Other plan(s) merged into the existing Plan (provisions are found in ADDENDUM B).

SECTION 6. GRANDFATHERED PROVISIONS

(Government plans are not subject to the requirements of Code Section 411(d)(6), protecting accrued benefits, retirement subsidies, forms of payment, etc. However, many government employers elect to grandfather prior plan features in any event.)

6.1 GRANDFATHERED PROVISIONS (provisions are found in ADDENDUM A).

SECTION 7. PERMITTED CONTRIBUTIONS

7.1 EMPLOYEE CONTRIBUTIONS. The Plan includes the following Employee Contributions: (select all that apply)

a. Pick-Up Contributions

(Employee contributions that are "picked up" by the Employer pursuant to Code Section 414(h)(2))

i. Ongoing Pick-Up Contributions

ii. Frozen Pick-Up Contributions

b. 401(k) Contributions

(Note: A governmental plan other than a rural cooperative plan or a plan maintained by a qualifying Indian tribal employer described in 2.3b above may only provide for 401(k) Contributions if it is a grandfathered 401(k) plan. A grandfathered 401(k) plan is a plan that provided for 401(k) Contributions before May 7, 1986, is maintained by an Employer that was contractually bound before May 7, 1986 to provide for 401(k) Contributions in its plan, or is maintained by a governmental unit that also maintains or maintained another plan that provided for 401(k) Contributions before May 7, 1986.)

i. Ongoing 401(k) Contributions

ii. Frozen 401(k) Contributions

iii. Pre-Tax 401(k) Contributions

iv. Roth 401(k) Contributions

c. After-Tax Contributions. (select all that apply)

i. Ongoing After-Tax Contributions

ii. Transferred After-Tax Contributions

iii. Frozen After-Tax Contributions

iv. After-Tax Contributions attributable to loan repayments made after default

d. Rollover Contributions.

7.2 EMPLOYER CONTRIBUTIONS. The Plan includes the following Employer Contributions: (select all that apply)

a. Current Nonelective Contributions

b. Prior Nonelective Contributions

c. Current Matching Contributions

d. Prior Matching Contributions

e. Prior Money Purchase Pension Plan Contributions

SECTION 8. COVERED EMPLOYEES

8.1 INCLUDED CLASS OF EMPLOYEES. Subject to any exclusions selected in 8.2 below, Covered Employees include the following:

(Note: If the Plan is maintained by an Indian tribal government, only Employees substantially all of whose services are in the performance of essential governmental functions and not in the performance of commercial activities may be included as Covered Employees. This Section should be completed in a manner that reflects this restriction.)

All Contributions

Employee1 Matching Nonelective

a. All Employees of adopting Employer

1. OR 2. 3. 4.

b. Only hourly rate Employees 1. OR 2. 3. 4.

c. Only salaried Employees 1. OR 2. 3. 4.

d. Only collectively-bargained Employees (less than 50% of which are officers or executives) Name of the union(s):

1. OR 2. 3. 4.

e. Only specified Employees

Covered Employees2: each Employee of the Employer who has received an appointment of one or more year(s) of service. For this purpose, a "year of service" means 12 months from the date of "appointment" where "appointment" means any personnel action that brings an individual onto the rolls of the OCC.

1. OR 2. 3. 4.

1 Note: Employee Contributions include Pick-Up, 401(k), After-Tax, and Rollover Contributions, as applicable. Matching Contributions include Regular, Additional Discretionary, and/or True-Up Matching Contributions.

2 Note: The covered class must be definitely determinable and may not be defined by listing specific individuals by name. The covered class may not be defined in a manner that excludes Employees on the basis of attainment of a specified maximum age.

8.2 EXCLUDED CLASS OF EMPLOYEES. Select available options below:

(Note: Persons classified by the Employer as independent contractors such that the Employer does not withhold income or employment taxes from their pay and who are recharacterized by the DOL, another agency, or a court as Employees of the Employer, are automatically excluded from coverage unless and until the Employer elects to extend coverage to such persons.)

All Contributions

Employee Matching Nonelective

a. Leased Employees 1. OR 2. 3. 4.

b. Collectively-bargained Employees 1. OR 2. 3. 4.

i. Include bargained Employees covered by an agreement that provides for their participation.

1. OR 2. 3. 4.

c. Non-resident aliens who do not have United States source income

1. OR 2. 3. 4.

d. Highly Compensated Employees (HCEs)

1. OR 2. 3. 4.

e. Employees who normally work fewer than 20 hours per week

1. OR 2. 3. 4.

f. Employees at the following locations: __________________

g. Employees who are not employed at the following covered location(s):

1. OR 2. 3. 4.

h. Other excluded Employees1: any employee that pursuant to Federal staffing regulations is not eligible for Federal or OCC benefits; and former employees of the Office of the Thrift Supervision who transfer to the Employer in accordance with Title III of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

1. OR 2. 3. 4.

1 Note: The excluded class must be definitely determinable and may not be defined in such a manner as to exclude all employees except specific individuals who are listed by name. The excluded class may not be defined to exclude Employees on the basis of attainment of a specified maximum age.

SECTION 9. GENERAL SERVICE CREDITING PROVISIONS

(Note: Employee Contributions include Pick-Up, 401(k), After-Tax, and Rollover Contributions, as applicable. Matching Contributions include Regular, Additional Discretionary, and True-Up Matching Contributions, as applicable.)

9.1 AGE AND SERVICE REQUIREMENTS

All Contributions Employee Matching Nonelective

a. No age or service requirement 1. OR 2. 3. 4.

b. Age requirement 1. ____ OR 2. ____ 3. ____ 4. ____

c. 1 year of Eligibility Service 1. OR 2. 3. 4.

i. Hours of Service 1. OR 2. 3. 4.

ii. Elapsed time 1. OR 2. 3. 4.

d. More than 1 year of Eligibility Service (whole years) Note: Cannot be selected for 401(k) Contributions

1. ____ OR 2. ____ 3. ____ 4. ____

i. Hours of Service 1. OR 2. 3. 4.

ii. Elapsed time 1. OR 2. 3. 4.

e. Specified number of days of service (elapsed time) (≤ 365 for 401(k) Contributions)

1. ____ OR 2. ____ 3. ____ 4. ____

f. Specified number of months of service (elapsed time) (≤ 12 for 401(k) Contributions)

1. ____ OR 2. ____ 3. ____ 4. ____

g. Earlier of (i) completion of the specified number of Hours of Service within the specified number of consecutive months of employment or (ii) 1 year of Eligibility Service

1. OR 2. 3. 4.

i. Required Hours of Service (not to exceed 1,000)

1. ____ OR 2. ____ 3. ____ 4. ____

ii. Required consecutive months of employment (not to exceed 12)

1. ____ OR 2. ____ 3. ____ 4. ____

A year of Eligibility Service is credited using the following method

iii. Hours of Service 1. OR 2. 3. 4.

iv. Elapsed time 1. OR 2. 3. 4.

h. Employees who are regularly scheduled to work at least 1,000 hours per year must complete the specified number of months of employment, otherwise 1 year of Eligibility Service

1. ____ OR 2. ____ 3. ____ 4. ____

A year of Eligibility Service is credited using the following method:

i. Hours of Service 1. OR 2. 3. 4.

ii. Elapsed time 1. OR 2. 3. 4.

9.2 SPECIAL ELIGIBILITY SERVICE CREDITING PROVISIONS

a. If the elapsed time method is selected above, a full month of service is credited for any partial calendar month in which an Employee has service.

b. Hours of Service method

i. Specify the number of Hours of Service (calculated in accordance with the election made at 10.2(b)) that must be completed in an eligibility computation period for one year of Eligibility Service:

A. 1,000 hours

B. Other: _______________ hours

ii. The eligibility computation period switches to the Plan Year

iii. An Employee will incur a Break in Eligibility Service if he works fewer than:

A. 501 hours

B. Other number of hours: _______________

c. Eligibility Service does not include periods of employment with the Employer in a capacity other than as a Covered Employee described in Section 8.

d. Except as provided below, a reemployed Employee retains all Eligibility Service earned before reemployment (select all that apply)

i. If a non-vested, former Employee is reemployed after 5 consecutive Breaks in Eligibility Service, his Eligibility Service earned prior to the break is excluded upon re-hire.1

A. 5-year break rule applies only if an Employee terminates employment before becoming eligible.

ii. If the Plan requires more than 1 year of service to participate, an Employee who terminates employment and incurs a Break in Eligibility Service before meeting the service requirement loses all prior Eligibility Service.

iii. Reemployed Employees lose all prior Eligibility Service and must again satisfy any applicable Eligibility Service requirements.

iv. If an Employee incurs a Break in Eligibility Service following termination of employment, his eligibility computation period under the Hours of Service method is re-determined using his reemployment date as the first day of the initial computation period (must select if 9.2d.i, 9.2d.ii, or 9.2d.iii is selected above).

1Note: A break in service under the elapsed time rules means a 12-consecutive-month period beginning on an Employee's Severance Date (and anniversaries of that date) in which he does not work any hours.

9.3 ENTRY DATES

All Contributions

Employee Matching Nonelective

a. Daily 1. OR 2. 3. 4.

b. Monthly 1. OR 2. 3. 4.

c. First day of each payroll period 1. OR 2. 3. 4.

d. Quarterly: ______________________ (month/day)

1. OR 2. 3. 4.

e. Semi-annually:

(month/day)

1. OR 2. 3. 4.

f. Annually: ______________________ (month/day)

1. OR 2. 3. 4.

g. Other dates: (must be at least semi-annual if the age requirement is >20½ or the service requirement is > 6 months)

1. ____ OR 2. ____ 3. ____ 4. ____

9.4 EFFECTIVE DATE OF PARTICIPATION

Covered Employees participate as of the Entry Date:

All Contributions

Employee Matching Nonelective

a. Coinciding with or next following satisfaction of eligibility requirements

1. OR 2. 3. 4.

b. Following satisfaction of eligibility requirements

1. OR 2. 3. 4.

c. Preceding satisfaction of eligibility requirements

1. N/A 2. N/A 3. 4.

d. Closest to satisfaction of eligibility requirements

1. N/A 2. N/A 3. 4.

9.5 SPECIAL ENTRY PROVISIONS:

All

Contributions Employee Matching Nonelective

a. Entry Dates to include effective date of the Plan or restatement, as applicable.

b. Reemployed Employees must wait until applicable Entry Date before again participating in Plan.

1. OR 2. 3. 4.

c. Persons employed as of _____________ participate immediately regardless of whether they have met the following requirements:

i. Age requirement 1. OR 2. 3. 4.

ii. Service requirement 1. OR 2. 3. 4.

9.6 ELECTIONS NOT TO PARTICIPATE

a. A Covered Employee may elect not to participate in some or all aspects of the Plan.

i. Before becoming eligible, a Covered Employee may make a one-time, irrevocable election never to make Pick-Up Contributions to the Plan.

A. A Covered Employee's one-time, irrevocable election not to participate also applies to his eligibility to make or receive all other types of contributions provided under the Plan.

ii. Before becoming eligible, a Covered Employee may make a one-time, irrevocable election never to make 401(k) Contributions to the Plan.

A. A Covered Employee's one-time, irrevocable election not to participate also applies to his eligibility to make or receive all other types of contributions provided under the Plan.

iii. A Covered Employee may make a one-time, irrevocable election not to participate thereby waving eligibility to receive Employer Contributions provided under the Plan.

A. A Covered Employee's election must be made at the time he first becomes eligible to participate in the Plan.

B. A Covered Employee's election may be made at any time.

SECTION 10. GENERAL SERVICE CREDITING PROVISIONS

10.1 ELAPSED TIME SERVICE CREDITING

(Note: Except as otherwise specified below, or in the special rules for crediting Eligibility Service or Vesting Service, elapsed time crediting will reflect the rules applicable to non-governmental plans.)

a. Service is credited for approved leaves of up to 2 years

(Service under the elapsed time rules is only required to be credited to an Employee who is absent from employment without otherwise terminating for the first 12 months of absence. This option imputes service for up to an additional 12 months of absence.)

b. Service is credited for second year of Maternity/Paternity Absence

(Under elapsed time rules, an Employee on a Maternity/Paternity Absence is required to receive service credit for the first 12 months of such absence. If he is absent for more than 12 months, the second 12 months does not count as either service or a break in service. This option imputes service for the second 12 months of Maternity/Paternity Absence.)

c. Service spanning rule does not apply (no service is credited following termination even if the Employee is rehired within 12 months)

10.2 HOURS OF SERVICE CREDITING

(Note: Except as otherwise specified below, or in the special rules for crediting Eligibility Service or Vesting Service, Hours of Service crediting will reflect the rules applicable to non-governmental plans.)

a. The Plan limits the number of Hours of Service credited during a paid absence

i. The limit is:

A. 0 hours are credited during a paid absence

B. 501 hours are credited during a paid absence

C. Other number of hours are credited during a paid absence: ___________

ii. Certain specified absences are excluded from the limitation. The limit does not apply to absences because of:

b. Hours are credited for unpaid leave (other than a Maternity/Paternity Absence) based on an Employee's regular schedule immediately preceding the leave

i. The period of the unpaid leave for which hours are credited is limited

A. The limit is:

1. 1 year

2. 2 years

3. Other period: ________________________________

ii. To receive hours credit, the Employee must return at the end of his leave

c. Hours are credited for a Maternity/Paternity Absence as follows:

i. Hours are credited only to prevent a break in service (as required for non-governmental plans)

ii. Hours count towards service credit

(Hours are credited based on an Employee's regular schedule immediately preceding the Maternity/Paternity Absence.)

A. The period of Maternity/Paternity Absence for which hours are credited is limited

1. The limit is:

a. 1 year

b. 2 years

c. Other period: ________________________________

B. To receive hours credit, the Employee must return at the end of his leave

10.3 SERVICE WITH OTHER EMPLOYERS

a. Service with predecessor organization be credited:

i. Only as required by law (when the Employer maintains plan of Predecessor Employer)

ii. Regardless of whether Employer maintains plan of predecessor and subject to the limitations set forth below

b. Service with an Employer prior to its becoming part of the controlled group will be credited. The following will be credited:

i. Vesting Service

ii. Eligibility Service

iii. Service for purposes of meeting any applicable contribution allocation requirements

c. Prior service with employers specified below is credited for the following purposes:

Eligibility Service Vesting Service

Service for Contribution Allocation Requirements

i. Employer Name:___________________ 1. 2. 3.

ii. Employer Name:___________________ 1. 2. 3.

iii. Employer Name:___________________ 1. 2. 3.

iv. Employer Name:___________________ 1. 2. 3.

v. The following limitations apply to service credited under the Plan for employment with another employer:

A. Only employment with the specified employer prior to the date specified below is included.

1. Employer Name: ________________________ Date: __________________________

2. Employer Name: ________________________ Date: __________________________

3. Employer Name: ________________________ Date: __________________________

4. Employer Name: ________________________ Date: __________________________

B. Only employment with the specified employer on or after the date specified below is included.

1. Employer Name: ________________________ Date: __________________________

2. Employer Name: ________________________ Date: __________________________

3. Employer Name: ________________________ Date: __________________________

4. Employer Name: ________________________ Date: __________________________

C. Only employment with the specified employer while in the specified class is included.

1. Employer Name: _________________________ Eligible Employee Group:__________________________

2. Employer Name: _________________________ Eligible Employee Group:__________________________

3. Employer Name: _________________________ Eligible Employee Group:__________________________

4. Employer Name: _________________________ Eligible Employee Group:__________________________

(The employee groups identified above must be clearly defined.)

SECTION 11. RETIREMENT DATES

Note: If the Plan is a money purchase pension plan that provides for in-service distributions at Normal Retirement Date, effective for Plan Years beginning on or after the later of January 1, 2015 or the close of the first legislative session of the body governing the Plan that is at least 3 months after the date final regulations concerning normal retirement under governmental plans are published, a normal retirement age of less than age 62 must meet the requirements of Treasury Regulations Section 1.401(a)-1(b)(2), taking into account the exception in the regulations for any group of Employees covered by the Plan, substantially all of whom are qualified public safety employees. The age selected below must not be earlier than the earliest retirement age that is reasonably representative of the typical retirement age for the industry in which the plan participants work. Age 62 or older automatically meets this requirement however, no age less than 55 can be entered below. If an age between 55 and 62 is inserted, no reliance will be afforded on the Opinion Letter issued to the Plan that such age is reasonably representative of the typical retirement age for the industry in which the Participants work unless the Service determines otherwise based on facts and circumstances.

11.1 NORMAL RETIREMENT AGE (NRA) means the:

a. Attainment of a specified age: 55 (≤ 65)

b. Later of age _____________ (≤ 65) or ___________ (≤ 10th) anniversary of:

i. The date the Participant's employment with the Employer commenced

ii. The date the Participant commenced participation in the Plan

iii. The first day of the Plan Year in which the Participant commenced participation in the Plan

c. Earlier of age _____________ (≤ 65) or completion of ___________ years of Vesting Service

11.2 NORMAL RETIREMENT DATE means the:

a. Participant's NRA above

b. First day of the month coinciding with or next following the Participant's NRA above

c. First day of the month next following the Participant's NRA above

d. First day of the month nearest the Participant's NRA above

11.3 EARLY RETIREMENT PROVISIONS

a. Plan includes early retirement provisions.

i. Requirements for early retirement are:

A. Attainment of a specified age: _________________ (< 65)

B. Later of specified age: ______________ (< 65) or completion of: ____________ years of Vesting Service

C. Later of specified age: ______________ (< 65) or completion of: ____________ years of Eligibility Service

ii. Early Retirement Date is the:

A. Date the Participant satisfies the early retirement requirements above

B. First day of the month coinciding with or next following the date the Participant satisfies the early retirement requirements above

C. First day of the month next following the date the Participant satisfies the early retirement requirements above

SECTION 12. COMPENSATION

12.1 DEFINITION OF CONTRIBUTION COMPENSATION1

(Note: Employee Contributions include Pick-Up, 401(k), After-Tax, and Rollover Contributions, as applicable. Matching Contributions include Regular, Additional Discretionary, and True-Up Matching Contributions.)

All Contributions

Employee Matching Nonelective

Safe Harbor Compensation Definition

a. W-2 1. OR 2. 3. 4.

b. W-2 less moving expenses only 1. OR 2. 3. 4.

c. Section 3401(a) wages for withholding purposes

1. OR 2. 3. 4.

d. General Section 415 1. OR 2. 3. 4.

e. Modified Section 415 1. OR 2. 3. 4.

Non-Safe Harbor Compensation Definition

f. Base pay 1. OR 2. 3. 4.

g. Total Compensation excluding non-cash Compensation

1. OR 2. 3. 4.

h. Regular rate of pay 1. OR 2. 3. 4.

i. Other2: the base salary paid by the Employer to an Eligible Employee during each Plan Year (or portion thereof) during which such person is an Eligible Employee, plus that portion of the geographic differential (locality pay) that is rolled into base salary for retirement benefit purposes (as determined by the Employer)

1Unless otherwise elected, Compensation (1) includes(i) amounts paid within the severance window described in Section 12.2 below if such amounts would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation and (ii) amounts deferred or excluded from taxable compensation under Code

Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) and (2) excludes all other post-severance payments except that leave cash-outs and other compensation that would have been paid in the course of employment and are regular compensation are considered eligible Compensation.

2Compensation must be defined so that it is definitely determinable.

12.2 ADJUSTMENTS TO CONTRIBUTION COMPENSATION - INCLUSIONS

a. Contribution Compensation inclusions, as described in Section 12.2b below:

List # in 12.2b

All Contributions

Employee Matching Nonelective

i. Deemed 125 contributions 1. OR 2. 3. 4.

ii. Post-severance accrued leave 1. OR 2. 3. 4.

iii. Post-severance deferred comp 1. OR 2. 3. 4.

iv. Post severance disability payments 1. OR 2. 3. 4.

b. Description of Compensation inclusions:

i. Deemed 125 contributions. Where group health plan does not permit cash distribution in lieu of coverage unless Participant can certify that he has other health coverage, amounts not receivable because Participant cannot make requisite certification are treated as excluded under Code Section 125.

ii. Post-severance accrued leave. Includes accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued and such amounts would have been included in Compensation if paid prior to severance from employment1

iii. Post-severance deferred compensation. Includes amounts received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if and to the extent (1) the Participant would have received such payment at the same time if he had continued in employment, (2) such amounts would have been included in Compensation if paid prior to severance from employment, and (3) the payment is includable in the Participant's gross income.1

iv. Post-severance amounts received by a Participant who is permanently and totally Disabled

A. Such amounts are only included in Compensation of non-HCEs

B. Such amounts are only included in Compensation for the following period: ______________ 1To be included, such amounts must be paid no later than the end of the post-severance window, which ends the later of (i) 2½ months following severance or (2) the end of the year in which severance occurs.

12.3 ADJUSTMENTS TO CONTRIBUTION COMPENSATION - EXCLUSIONS

a. Contribution Compensation exclusions, as described in Section 12.3b below:

List # in 12.3b

All Contributions

Employee Matching Nonelective

i. All elective contributions made by the participant that are not required to be included in taxable income

1. OR 2. 3. 4.

ii. Elective contributions described in i above, except 401(k) Contributions

1. OR 2. 3. 4.

iii. Reimbursements, expense allowances, fringe benefits, etc.

iv. Bonuses 1. OR 2. 3. 4.

v. Overtime 1. OR 2. 3. 4.

vi. Commissions 1. OR 2. 3. 4.

vii. Taxable value of stock 1. OR 2. 3. 4.

viii. Regular post-severance compensation

1. OR 2. 3. 4.

ix. Pre-participation Compensation 1. OR 2. 3. 4.

x. Military differential pay 1. OR 2. 3. 4.

xi. Compensation exceeding specified dollar amount

1. OR 2. 3. 4.

xii. Other amounts 1. OR 2. 3. 4.

xiii. Special exclusions for HCEs 1. OR 2. 3. 4.

b. Description of Compensation exclusions:

i. Exclude amounts deferred or excluded from taxable compensation under Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)

ii. Exclude amounts described in i above, except for 401(k) Contributions

iii. Exclude reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits.

iv. Exclude bonuses

v. Exclude overtime

vi. Exclude commissions

vii. Exclude taxable value of stock: Amounts realized from the exercise of any non-qualified stock option, or where restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, and amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option are all excluded from Compensation.

viii. Exclude regular post-severance compensation paid within post-severance window1: Amounts that would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation that would be included in contribution Compensation if paid prior to termination.

ix. Compensation earned before meeting the participation requirements described in Section 8 and Section 9.

x. Exclude military differential pay

xi. Exclude Compensation in excess of: $______________________ (<Code Section 401(a)(17) limit - $250,000 in 2012)

xii. Other exclusions (contribution Compensation)2:

stipends, allowances, awards, incentive compensation, retention allowances, special supplemental pay, and merit lump sum compensation

xiii. Special Compensation exclusions apply to HCEs only2:

1The post-severance window begins on the Participant's severance date and ends the later of (i) 2½ months following severance or (2) the end of the year in which severance occurs.

2Any exclusion from Compensation must be described in such a manner that it is definitely determinable.

12.4 DEFINITION OF 415 COMPENSATION. Compensation for purposes of applying the limits under Code Section 415 is:

("415 compensation" also applies for purposes of HCE determinations.)

a. W-2

b. W-2 less moving expenses only

c. Section 3401(a) wages for withholding purposes

d. General Section 415 (all specific inclusions in 1.415(c)-2(b) and all specific exclusions in 1.415(c)-2(c))

e. Modified Section 415 (safe harbor definition in 1.415(c)-2(d)(2): includes only general inclusions in 1.415(c)-(b)(1) and (2) and all specific exclusions under 1.415(c)-2(c))

12.5 ADJUSTMENTS TO 415 COMPENSATION

a. "415 compensation"1 inclusions, as described in Section 12.2 above:

i. Deemed 125 amounts

ii. Post-severance accrued leave

iii. Post-severance deferred compensation

iv. Post-severance disability payments

A. Such amounts are only included in Compensation of non-HCEs

B. Such amounts are only included in Compensation for the following period: ______________ 1"415 compensation" includes amounts paid within the severance window (as described in Section 12.2 above) if such amounts would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation. Except as elected above, "415 compensation" excludes all other post-severance payments.

SECTION 13. EMPLOYEE CONTRIBUTIONS

13.1 PICK-UP CONTRIBUTIONS

a. Required amount of Pick-Up Contributions:

i. Single percentage of Compensation for all Participants: _____________% (≤ 100%)

ii. Different percentages of Compensation based on job description:

Job Description Required Percentage of Compensation (≤ 100%)

A. __________________

B. __________________

C. __________________

D. __________________

E. __________________

F. __________________

iii. Participant designates percentage of Compensation for Pick-Up Contributions: from _____________% to _____________% (≤ 100%)

b. Pick-Up Contributions will commence as soon as administratively practicable after eligibility

13.2 401(K) CONTRIBUTIONS

a. 401(k) Contribution election limit:

i. Limit applicable to non-HCEs:

A. Up to 100% of Compensation each payroll period (if Catch-Up 401(k) Contributions are permitted and are aggregated with other Elective Deferrals in applying this limit, the limit must not be less than 75% of Compensation)

1. Minimum 401(k) Contribution is 1% (≤ 100%) of Compensation or a whole dollar amount which is not less than $10.00 each payroll period

a. 401(k) Contribution is limited to $_______________ (no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable) each payroll period

b. 401(k) Contribution is limited to $_______________ (no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable) annually.

B. No limit – Participants may contribute up to 100% of currently available Compensation each payroll period, subject to the limitations under Code Sections 402(g) and 415

ii. Separate contribution limit for HCEs will be:

A. Percentage of Compensation specified in Plan: ____________________% (≤ 100%) of Compensation each payroll period

B. An HCEs 401(k) Contribution is limited to $_______________ annually.

C. Administrator determines and communicates contribution limit at least annually based on current or prior year's participation by NHCEs

(Even absent a selection above, the Plan allows contributions for HCEs to be limited or suspended during the Plan Year if the Administrator anticipates a testing failure or 402(g) violation.)

iii. Participants may make separate elections in excess of the payroll period limit as follows: (select all that apply)

(A Participant's annual 401(k) Contributions, including those made by separate election, may not exceed the payroll period limit elected above, if any, multiplied by the number of payroll periods in the Plan Year.)

A. True-up 401(k) Contribution. Participants may defer up to 100% of Compensation for designated payroll periods provided the annual 401(k) Contribution limit above, if any, is not exceeded

B. Separate bonus election. Participants may contribute up to: ____________________% (≤ 100%) of designated bonuses. (Compensation must include bonuses.)

b. Participants may make Catch-Up 401(k) Contributions

c. Participants may designate 401(k) Contributions as Roth 401(k) Contributions

(401(k) Contributions will commence as soon as administratively practicable after a Participant's election)

d. Automatic Contribution Arrangement. Eligible Participants who do not affirmatively elect against automatic contributions will have 401(k) Contributions made to the Plan in accordance with Addendum C, D or E, as applicable.

i. The Automatic Contribution Arrangement ("ACA") is not an EACA. The ACA is effective _____________ (if this is a new feature, may not be earlier than the date the Employer adopts the Plan.)

ii. The Automatic Contribution Arrangement is an Eligible Automatic Contribution Arrangement ("EACA"). The EACA is effective January 20, 2008 (if this is a new feature, may not be earlier than the date the Employer adopts the Plan.)

A. The EACA is being added after the first day of the Plan Year

(If A is selected, for the Plan Year in which the EACA is first effective, Participants employed before the effective date of the EACA are not permitted to make permissible withdrawals.)

e. Automatic Escalation. Eligible Participants who do not affirmatively elect otherwise will have their 401(k) Contributions increased automatically in accordance with Addendum D.

i. The Plan is not intended to operate as an Automatic Contribution Arrangement (i.e., no auto enrollment)

ii. The Plan is intended to operate as an Automatic Contribution Arrangement

13.3 ONGOING AFTER-TAX CONTRIBUTIONS

a. After-Tax Contributions may be made using the following method: (select all that apply)

i. Payroll withholding

ii. Lump sum contribution: A Participant is permitted to contribute up to 100% of the gross amount of his or her leave cash-out Compensation (excluding comp time and credit hour pay). With respect to annual leave cash-out Compensation, the lump sum contribution must be received by the Plan by the last day of the calendar quarter in which the leave cash-out Compensation is paid. With respect to leave cash-out Compensation received after severance from employment, the lump sum contribution must be received by the Plan no later than 60 days after severance from employment.

b. Contribution Limits

i. Maximum After-Tax Contribution is 100% (≤ 100%) of Compensation

(Maximum is applied on a payroll period basis for contribution made by payroll withholding and on an annual basis for contributions made in a lump sum.)

ii. Minimum After-Tax Contribution by payroll withholding is 1% (≤ 100%) of Compensation or a whole dollar amount which is less not than $1.00 each payroll period

A. The After-Tax Contribution is limited to $ _ (no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable) each payroll period

B. The After-Tax Contribution is limited to $ (no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable) annually.

c. Combined After-Tax and 401(k) Contributions may not exceed ______________% (≤ 100%) of Compensation

d. After-Tax Contributions will commence as soon as administratively practicable after a Participant's election.

13.4 MODIFICATIONS OF 401(K) AND AFTER-TAX CONTRIBUTION ELECTIONS

a. A Participant may change the amount of his 401(k) Contributions and/or After-Tax Contributions or change the designation of his 401(k) Contributions as Pre-Tax or Roth 401(k) Contributions as of the date or dates prescribed by Administrator, but no less frequently than annually.

13.5 ROLLOVER CONTRIBUTIONS

a. Eligibility. In addition to Covered Employees who have satisfied the requirements for Plan participation, the following may make Rollover Contributions to the Plan: (select any that apply)

i. Covered Employees who have not yet met the age and/or service requirements applicable to Employee contributions.

ii. The former Employees designated below: (select all that apply)

A. Former Participants who retain an Account under the Plan

B. Former Employees designated by the Plan Sponsor (e.g., former Employees with benefits under a terminating DB plan maintained by the Plan Sponsor): _________________________________________________________

b. Permitted Rollover Contributions. The following types of rollovers are permitted under the Plan:

i. Direct rollovers (rollover is made directly to Plan from another eligible retirement plan, annuity contract or an individual retirement account) are accepted under the Plan from the following sources (select all that apply):

A. A qualified plan described in Code Section 401(a) or 403(a)

1. Rollover may include designated Roth contributions

2. Rollover may include after-tax employee contributions

B. An annuity contract described in Code Section 403(b)

1. Rollover may include designated Roth contributions

2. Rollover may include after-tax employee contributions

C. An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state

1. Rollover may include designated Roth contributions

D. An individual retirement account or annuity under Code Section 408(a) or (b), excluding amounts not otherwise taxable to the Participant upon distribution.

1. Rollovers are limited to assets of the IRA attributable to prior rollover from a qualified plan (conduit IRA)

ii. Indirect rollovers (rollover is made by Employee after receiving distribution from another eligible retirement plan) are accepted under the Plan from the following sources (select all that apply):

A. A qualified plan described in Code Section 401(a) or 403(a) excluding designated Roth and After-Tax Employee Contributions

1. Indirect rollover may include designated Roth contributions, except amounts not otherwise taxable to the individual upon distribution

B. An annuity contract described in Code Section 403(b), excluding designated Roth and after-tax contributions

1. Indirect rollovers may include designated Roth contributions, except amounts not otherwise taxable to the Participant upon distribution

C. An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state

1. Indirect rollovers may include designated Roth contributions, except amounts not otherwise taxable to the individual upon distribution

D. An individual retirement account or annuity under Code Section 408(a) or (b), excluding amounts not otherwise taxable to the Participant upon distribution.

1. Rollovers are limited to assets of the IRA attributable to prior rollover from a qualified plan (conduit IRA)

iii. In-Plan Roth Rollover Contributions. (This provision may only be elected if the Plan provides for Roth 401(k) Contributions.) An In-Plan Roth rollover will not eliminate any Code Section 411(d)(6) protected benefit of distribution rights attributable to the amount being rolled over.

A. In-Plan Roth Rollover of Distributable Amounts. A Participant may elect to make an In-Plan Roth Rollover Contribution of any amount held in his Account (other than amounts attributable to designated Roth contributions) that is (select all that apply):

1. Eligible for non-hardship withdrawal in accordance with the provisions of Section 23.

a. The limitations on withdrawals specified in Section 23 (e.g., limit on number of withdrawals) do not apply to a withdrawal made for purposes of In-Plan Roth Rollover Contributions.

2. Eligible for non-hardship withdrawal as provided below. The following withdrawal provisions apply solely for purposes of making In-Plan Roth Rollover Contributions.

a. Withdrawal is permitted at any time from the following:

i. After-Tax Contributions

ii. Rollover Contributions

iii. After-Tax Rollover Contributions

iv. QVECs

b. Withdrawal is permitted upon reaching the specified age from the following:

i. After-Tax Contributions at age __________

ii. Rollover Contributions at age __________

iii. After-Tax Rollover Contributions at age __________

iv. Pre-Tax 401(k) Contributions at age __________ (≥ 59½)

v. Nonelective Contributions at age __________

vi. Matching Contributions at age __________

vii. Prior Nonelective Contributions at age __________

viii. Prior Matching Contributions at age __________

ix. Prior Money Purchase Plan Contributions at age __________ (≥ 62)

3. Distributable to the Participant following severance from employment.

a. A Participant who receives actual distribution from the Plan following severance may make a Participant rollover of the distributed amounts within 60 days of the distribution and it will be treated as an In-Plan Roth Rollover Contribution.

4. In-Plan Roth Rollover Contributions of distributable amounts may only be made from Sub-Accounts that are 100% vested.

B. In-Plan Roth Rollover of Non-Distributable Amounts. A Participant may elect to make an In-Plan Roth Rollover Contribution of vested amounts held in his Account that are not otherwise distributable ("non-distributable amounts") in accordance with the terms below. (In-Plan Roth Rollover Contributions attributable to non-distributable amounts shall be loanable and lienable to the same extent as In-Plan Roth Rollover Contributions attributable to otherwise distributable amounts and will be subject to the distribution restrictions that applied prior to conversion.)

1. In-Plan Roth Rollover Contributions may be made of all non-distributable amounts

2. In-Plan Roth Rollover Contributions may be made of only the non-distributable amounts specified below (select all that apply)

a. After-Tax Contributions

b. Rollover Contributions

c. After-Tax Rollover Contributions

d. Pre-Tax 401(k) Contributions

e. Nonelective Contributions

f. Matching Contributions

g. Prior Nonelective Contributions

h. Prior Matching Contributions

i. Prior Money Purchase Pension Plan Contributions

j. the following contribution sources: _______________________

3. In-Plan Roth Rollover Contributions of non-distributable amounts may only be made from Sub-Accounts that are 100% vested

C. Surviving Spouses and current or former Spouses who are alternate payees under a QDRO may make In-Plan Roth Rollover Contributions upon the same terms as Participants.

D. A Participant may not make an In-Plan Roth Rollover Contribution of less than: $___________

1. A Participant's simultaneous In-Plan Roth Rollover Contributions of distributable and non-distributable amounts are treated as a single In-Plan Roth Rollover Contribution for purposes of the above limitation.

E. A Participant's In-Plan Roth Rollover Contribution may not exceed: $________ per rollover.

1. A Participant's simultaneous In-Plan Roth Rollover Contributions of distributable and non-distributable amounts are treated as a single In-Plan Roth Rollover Contribution for purposes of the above limitation.

F. The Plan limits the number of In-Plan Roth Rollover Contributions a Participant may make during a specified period.

1. Maximum number of In-Plan Roth Rollover Contributions: ________________________

2. Period over which the maximum is applied:

a. each calendar month

b. each Plan Year

c. each calendar year

d. each Plan Year quarter

e. each calendar quarter

f. Other period: _________________________________________

3. A Participant's simultaneous In-Plan Roth Rollover Contributions of distributable and non-distributable amounts are treated as a single In-Plan Roth Rollover Contribution for purposes of the above limitation.

G. Regardless of the selection in A. or B. above, contributions being used as collateral for an outstanding loan balance may not be rolled over

c. Loans may be included as part of a Rollover Contribution, but only if a participating Employer is party to a transaction such as a merger or acquisition.

SECTION 14. EMPLOYER MATCHING CONTRIBUTIONS

14.1 CONTRIBUTIONS MATCHED

a. Employee contributions under another plan

i. Type of employee contributions: _______________________________________________

ii. Name of plan: _____________________________________________________________

b. Pick-Up Contributions

c. 401(k) Contributions

d. After-Tax Contributions

14.2 MATCH FORMULA

a. Required. Matching Contribution is required in specified amount (contributions excluded from Matching Contributions are listed at 14.5 below).

i. Single match rate: _______________% (≤ 100%) of contributions

ii. Dual match rates based on percentage of Compensation contributed:

A. _______________% (≤ 100%) match for first _______________% (≤ 100%) of Compensation contributed and

B. _______________% (< % specified in A above) match for…