401KSummaryPlanDescriptionupdate0707.doc

401(k) PLAN

SUMMARY PLAN DESCRIPTION

Prudential Plan Number 300297

OFFICE OF THE COMPTROLLER OF THE CURRENCY

Effective as of January 1, 2000

Revised and Restated April 1, 2006

Updated July 2007

SUMMARY

OF THE

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

Table of Contents

Page #

ABOUT THIS BOOKLET

EXPLANATION OF WHAT A 401(K) PLAN IS AND DEFINITIONS

ELIGIBILITY AND PARTICIPATION

Eligibility

Enrollment

Naming a Beneficiary

CONTRIBUTIONS

Employee Contributions

Pre-tax Contributions Made on Your Behalf

Roth Contributions

Election of Your Contribution Amount

Changes Made to Your Percentage Rate of Contributions

Selection of Funds

OCC Optional Matching Contributions

OCC Automatic Contribution

OCC Discretionary Contribution

Rollover Contributions from Previous Employers

Tax Advantages

Compensation

LIMITS AND RESTRICTIONS ON CONTRIBUTIONS

OCC Contribution Limits

IRS Individual Contribution Limits

IRS Annual Compensation Limit IRS Limit on the Amount You Can Add to Your Retirement -Section 415 Limits

Plan Testing To Meet IRS Guidelines

If You Exceed any IRS Limits in the Tax Year INVESTING THE MONEY IN YOUR 401(k) ACCOUNT

You Decide How Your Savings Are Invested

Quarterly Statements

Contacting Prudential About Designated Investment Options

VESTING OF ACCOUNTS

PAYMENT OF BENEFITS

Termination of Employment

Retirement

Age 59 ½

Required Distribution at 70 ½

Disability

In the Event of Your Death

IN-SERVICE DISTRIBUTIONS - HARDSHIP WITHDRAWALS AND LOANS

Hardship Withdrawals

Loans

QUALIFIED DOMESTIC RELATIONS ORDERS

ADDRESS CHANGES AND NOTIFICATIONS

APPLYING FOR BENEFITS

CLAIMS PROCEDURE

Filing a Claim

Timing of Claims Decisions

If Your Claim is Approved

If your Claim is Denied

APPEAL PROCEDURE

Filing a Request for Review of Denial

Timing of the Review Decision

Decision on Review

PLAN GUARANTEES

AMENDMENT OR TERMINATION OF PLAN

ADDITIONAL INFORMATION

ADMINISTRATION

Correspondence Employer IRS Identification Number, Plan Number Type of Plan, and effective Date Agent for service of legal process plan year No employment contract

ABOUT THIS BOOKLET

You should read this booklet carefully. It explains the benefits available to you through the Office of the Comptroller of the Currency 401(k) Plan (the "Plan").

This Summary Plan Description (SPD) summarizes the Plan in easy-to-understand language. However, in the event of any ambiguity or inconsistency between this summary and the Plan document, the Plan document will govern.

The Plan is only meaningful if you understand its provisions and can take advantage of the benefits it provides. The first two pages of the booklet provide a basic description of a 401(k) plan and define terms used within the document. Please review these carefully as understanding these terms is critical to gaining a working knowledge of the program. If anything in this summary is not clear to you, please contact the Plan Administrator identified at the end of this SPD.

Explanation of 401(k) Plan and Definitions

Explanation of a 401(k) Plan

The term 401(k) is a reference to the section of the Internal Revenue Code that gives organizations authority to set up tax-deferred savings plans. A 401(k) Plan works this way. The employee tells the employer what portion of salary he or she wants to defer (within the Plan and the IRS limits.) The employer reduces the employee’s salary by that amount before taxes are taken out and then contributes the same amount into a salary deferral account in the employee’s name. In some plans, the employer also matches part of the employee’s salary deferral. In this summary, the terms salary deferral and employee contribution refer to the method of contribution through salary reduction described above.

Definitions

Adjusted Base Salary (ABS)

Your base salary plus that portion of applicable geographic differential (locality pay) that is rolled into salary for retirement benefit purposes.

· ABS is used to determine your salary deferral and the OCC’s matching contributions, like it is for the Federal Thrift Savings Plan (TSP).

Beneficiary

The person(s) or entity that will receive any money in your account in the event of your death.

Compensation

· Refers either to your Base Salary, Adjusted Base Salary or Total Salary. In SPD the category of compensation is identified, depending on the issue being addressed.

· Excludes overtime pay, bonuses, and awards.

Discretionary Contribution

A contribution that may be made each year, as determined by the OCC. The amount, if any, is determined on an annual basis.

Employee Contribution Account

A 401(k) Account established and maintained for you, which is made up of all contributions made by you or on your behalf. The account may also be called an individual account, salary deferral account, or salary reduction account.

Employee Enrollment Form

The agreement that you submit to authorize the OCC to deduct your 401(k) contributions from your compensation and put them into your 401(k) Plan account.

Employer

The Office of the Comptroller of the Currency, which is sponsoring the Plan.

Employer Contribution

The amount contributed to the Plan on your behalf by the OCC. The contribution may also be called agency automatic contribution.

Highly Compensated Employees

By IRS definition, employees whose total salaries are at least $100,000, (as indexed, for year 2006), or whose compensation falls in the top 20% of OCC employees’ pay.

Individual Account

Your 401(k) account, made up of all contributions made by you or on your behalf. Your Individual Account may also include rollovers.

Matching Contribution

An optional contribution made by the OCC to your 401(k) account, based on your contributions and an annually determined OCC percentage.

Participant

An employee who has met the eligibility requirements, has entered the Plan, and is eligible to make or receive a contribution to his or her Individual Account.

Payroll Deduction Form

The agreement that you submit to authorize the OCC to deduct your 401(k) contributions from your compensation and put them into the 401(k) Plan. This will normally be your electronic Enrollment Form.

Plan

The Office of the Comptroller of the Currency’s 401(k) Plan.

Plan Administrator

OCC is the Plan Administrator and as such is responsible for the day-to-day administration and management of the Plan. To ensure the efficient and sound operation of the Plan, OCC has the discretionary authority to appoint a third-party administrator to act on its behalf or to assist in these responsibilities. OCC has selected Prudential Investment Retirement Services and Prudential Trust to serve in this capacity.

Plan Year

Means the 12-month period beginning January 1 and ending on December 31, and may also be referred to as the tax year.

Qualified Nonelective Contribution

A contribution that OCC has the option to make on behalf of non-highly compensated employees in order to pass the mandatory IRS tests of contributions of highly and non-highly compensated employees.

Roth Contribution A post-tax contribution made by you that is designated irrevocably at the time of your election to make the contribution as a Roth elective deferral and is made in lieu of all or a portion of the pre-tax deferrals you are otherwise eligible to make under the 401(k) Plan.

Salary Deferral, (Salary Deferral Account, Salary Reduction Account)

The amount you authorize the OCC to reduce your salary by and to contribute on your behalf into an individual employee contribution account in the 401(k) Plan.

Total Salary

Your adjusted base salary plus any remaining geographic differential.

Vesting

The time it takes before any OCC matching contribution and discretionary contribution becomes yours. For matching contributions, all OCC 401k plan participants are vested immediately upon enrolling. For Discretionary contributions, employees hired on or before January 8, 2005 are 100% vested in Discretionary contributions. employees hired on or after January 9, 2005, will be vested in the agency discretionary contribution upon completing three years of OCC service.

All OCC 401(k) plan participants are immediately vested in the agency matching contribution.

Years of Service

Means your total number of whole years and months of employment beginning on your date of hire and ending on your date of termination.

SUMMARY PLAN DESCRIPTION

FOR THE

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

ELIGIBILITY AND PARTICIPATION

Eligibility

· All permanent and temporary OCC employees having appointments scheduled to last one year or more with the OCC are eligible to participate in the Plan on the date of their employment.

· Contact your servicing Human Resources Office if you are unsure if you are eligible to participate.

Enrollment

You must enroll through the Prudential website, https://www.retirement.prudential.com..

· When you enroll electronically, you are authorizing payroll deductions for your 401(k) employee contribution. OCC will deduct the percentage or flat dollar amount you authorized from your pay, and will deposit that amount into your employee contribution account. For example, if you authorize 5% of your adjusted base salary as your 401(k) contribution and your bi-weekly adjusted base salary is $2,000, OCC will pay you $1900, before taxes and other deductions, and will contribute $100 to your employee contribution account.

· New hires will be given an enrollment guide during the orientation. If you are not eligible to participate when you are hired, e.g. your appointment is for less than 1 year, but become eligible some time during your employment, you will be given an enrollment package when you become eligible.

· New participants may sign up through the Prudential website and follow the instructions for logging into participant the account for the first time. You must select a PIN before accessing your account.

Naming a Beneficiary

· When you join the Plan, you will be asked to name a beneficiary.

· You may change your beneficiary at any time by completing a Beneficiary Designation Form and returning it to Prudential Retirement, 30 Scranton Office Park, Scranton, PA 18507.

· You may name any individual, group, trust, or your own estate as your beneficiary.

· If you name an individual as beneficiary, you may name a secondary beneficiary, in the event that your primary beneficiary is unable to receive payment.

· If you are not married and you do not name a beneficiary, or if your beneficiary dies and you did not name a secondary beneficiary, benefits will be paid according to the following order of precedence:

· Your surviving spouse

· Your child(ren) in equal shares, including descendents of deceased children by representation;

· Your parents, in equal shares;

· Your estate

· It is a good idea to review your beneficiary designation whenever your family status changes; for example, if you marry, divorce, or have a child.

· Be sure to keep a copy of your latest, completed beneficiary form for your own records.

· You may name a non-spousal beneficiary

CONTRIBUTIONS

Employee Contributions

Pre-tax Contributions Made On Your Behalf

OCC deducts your contribution to the plan from your pay on a pre-tax basis for purposes of federal income tax and in most states from state income tax.

· Then, OCC contributes that amount to the 401(k) Plan on your behalf.

· You should check with your tax advisor to see if your state allows you to contribute on a pre-tax basis.

Roth Contributions

· OCC deducts any Roth contributions to the Plan on a post-tax basis

· Your contributions may be divided between pre-tax and Roth (post-tax) contributions

· A separate account is designated by the OCC for Roth contributions.

Election of Your Contribution Amount

When you enroll in the Plan, you may elect to deduct a whole dollar amount (not less than $10.00) or percentage of your compensation (not less than 1%) of your biweekly Adjusted Base Salary on a pre-tax basis.

Please Note: The NFC Payroll System limits bi-weekly payroll deductions to 99% of pay, or $999.00.

· However, your combined contributions to both the OCC 401(k) and TSP cannot exceed the IRS limits.

· If your contributions to TSP and the 401(k) will exceed the IRS limits before year-end, OCC may stop your salary contributions prior to year-end.

Changes to Your Percentage Rate of Contributions

Plan participants can change the percentage of ABS they are contributing as follows:

· You can stop your contributions at any time. Contributions will cease the first day of the pay period in which you submit your change to Prudential.

· If you stop all contributions, you may begin again at any time, unless you are prohibited from participating because of IRS provisions. (See the section on distributions, page 15 for more details.)

· You can change your contribution rates at any time.

Selection of Funds

At the same time you enroll, you will select the funds in which you want to invest and specify the percentage of your biweekly deductions that you want placed in each fund.

· After your employee contributions are deducted from your pay and electronically transferred to Prudential, Prudential will invest the money in the funds you have selected and which make up your employee contribution account.

See the section on Investing Money in Your Account on page 11 for more details.

OCC Automatic Contribution

The OCC will establish a 401(k) account for all eligible employees regardless of participation in the Plan. Beginning the first full pay period in January 2005, OCC will deposit two (2%) of your adjusted base salary, on a dollar for dollar basis, to your 401(k) account.

See section on vesting for more information.

OCC Matching Contributions OCC’s match is optional and will be determined annually.

· OCC will announce the amount of any employer matching contribution each year.

· Beginning with the first full pay period in 2005, the OCC matches the first one percent (1%) of your Adjusted Base Salary on a dollar-for-dollar basis.

· Prior to 2005, OCC matched the first two (2%) percent of your Adjusted Base Salary.

· Although you may choose to defer more than the percent that OCC matches into your employee contribution account, the OCC will not match the additional amount.

· OCC will contribute a matching contribution for you during a Plan Year only if you are eligible to participate in the Plan and you contribute money in the Plan during the Plan Year

· OCC’s contributions are made on a biweekly basis.

· The OCC’s 1% matching contribution may be divided between pre-tax contributions and Roth contributions but the total OCC match will not exceed 1%. All matching is considered pre-tax monies and may be subject to taxation upon withdrawal.

OCC Discretionary Contributions

· The OCC may contribute, in addition to any matching contribution, a Discretionary contribution.

· The amount of any Discretionary Contribution will be determined by the OCC on an annual basis.

· See Vesting Section for information on when employees are vested in Discretionary Contributions.

· Discretionary Contributions are not available for loan purposes.

Rollover Contributions from a Previous Employer

You can make a rollover contribution from your previous employer to the OCC 401(k) Plan if you participate in OCC’s Plan. By rolling over your account, you keep deferring taxes on it. You also avoid the federal government's 10% early withdrawal tax penalty, which may apply unless you are age 59½ or older.

· A rollover contribution may be made at any time after you begin employment with OCC. The payment you receive must be from a qualified retirement plan, 403(b) plan (tax-free annuities), Code § 457 (governmental plans) and regular IRAs. Only tax-deferred money may be rolled over.

· Your rollover contributions are 100% vested and may be withdrawn by you at any time. Withdrawals from your rollover account may be subject to taxes and withdrawal penalties if you are not yet age 59½.

· There are two types of rollover contributions. If you make a direct rollover, the benefit payment from your previous plan is made directly payable to:

Prudential Investments Retirement Services

For the benefit of (Your Name and Social Security Number)

Member of OCC 401(k) Plan Number 300297

With a direct rollover, you can avoid having 20% of your distribution (payment) withheld for income tax purposes.

· If you make the second type of rollover, a traditional rollover, your benefit distribution from your previous plan is made payable to you. Twenty percent is automatically withheld for income tax purposes. You then direct the money to the 401(k) Plan, and can make up the 20% withheld from the plan by writing a personal check to the plan for that amount. If this is done within 60 days of distribution, you should reclaim the withheld money when you file your taxes.

· You should consult with a tax advisor before requesting a distribution from your previous plan.

Tax Advantage

You pay no income tax on the money you contribute to your account, on the OCC matching contributions, or on contributions you directly rollover into the Plan until the time you receive a payment from the Plan. All investment earnings are also tax-deferred.

Compensation

Contributions will be based on your adjusted base salary at the time you enroll, and will be adjusted based on subsequent changes to your adjusted base salary. However, some plan limits are based on your total salary. See the Limits and Restrictions section on page 9.

Limits and Restrictions on Contributions

· General federal tax laws and the OCC Plan Document govern the amount of money that you can contribute to the plan during each tax year. Contributions may not be made to the Plan, which exceed any of the limits imposed by the Plan or by the Internal Revenue Code.

OCC Contribution Limit

· OCC’s 401(k) Plan permits you to contribute not less than 1% of your Adjusted Base Salary, in increments of not less than 1% or whole dollar amounts not less than $10.00, to your employee contribution accounts each plan year. However, you may be further limited by the IRS contribution limits.

IRS Individual Contribution Limit Every year, the IRS limits the pre-tax amount you can contribute to your accounts during the calendar year. The amount is indexed periodically, based on changes in the cost-of living index.

· 2005 --- $14,000 2006 --- $15,000 2007----$15,500 The IRS determines the amount you contribute to your 401(k) Plan based on changes in the cost-of-living index.

· The amount you defer to all salary deferral plans, including the OCC’s 401(k) plan and the federal Thrift Savings Plan (TSP), cannot exceed the IRS calendar year limit.

· As you approach the limit, if payment can only be made to one plan, it will be made to TSP.

· Rollovers do not count against this limit.

· Catch-up Contributions Catch-up contributions are elective contributions made in excess of the statutory IRS limits ($15,500 in 2007)

· Participants who turn age 50 or older by the end of a plan year are eligible to make a catch-up contribution.

· Congress has determined the amount of the catch-up contribution annually until 2007. After 2007, your contributions are indexed to inflation and will rise in $500 increments.

· 2005 --- $4,000 2006 --- $5,000 2007---$5,000 IRS Annual Compensation Limit

Every year, the IRS announces an indexed dollar limit on the total annual compensation that can be used to determine your pre-tax contributions to your accounts during the calendar year.

· If your Adjusted Base Salary exceeds the annual compensation limit, your percentage contributions, and the percentage of any OCC match, will be based on the IRS annual compensation limit. The annual compensation limit for 2007 is $225,000. If your adjusted base salary exceeds $225,000 and you allocate 5% for the 401(k), your contribution will be based on 5% of $225,000 in plan year 2007.

IRS Limit on the Amount You Can Add To Your Retirement - The Section 415 Limits

Each year the IRS limits the amount of employee and employer contributions that may be added to all retirement plans in which you participate as a result of your employment with the OCC.

· The Section 415 limit is the LESSER of:

· 100% of your total salary (including applicable geographic differential), OR

· $45,000 (for 2007)

· Applied toward the Section 415 limit are:

· OCC’s TSP and 401(k) plan contributions on your behalf;

· Your TSP and 401(k) plan contributions; and

· Your contributions to your CSRS, CSRS Offset or FERS retirement.

Plan Testing To Meet IRS Guidelines

Each year the IRS requires 401(k) plans to pass tests based on total employee and employer contributions made to the plan. These tests limit the amount of contributions and matching funds of “highly compensated” employees based on the amount contributed and matched for non-highly compensated employees. If a Plan fails the tests, the employer may have to refund a portion of tax-deferred contributions to some highly compensated employees.

· Highly compensated employees are generally employees whose total compensation exceeds an IRS indexed total salary level, $100,000 for 2007, or whose total compensation falls within the top 20% of pay in the organization.

· If a highly compensated employee’s contributions exceed the tested limit, the portion that exceeds the limit will be returned.

· Depending on the amount refunded, employees may lose part of their matching contributions.

· Highly compensated employees should be cautious when selecting their salary deferral percentage to help prevent failing the nondiscrimination tests and the resulting deferral refunds.

· The IRS has exempted governmental plans such as the OCC’s from this test. However, if the exemption is lifted, OCC will have to perform this test on its Plan. In lieu of refunding contributions in the event of a failure, OCC may make a qualified non-elective contribution to the accounts of non-highly qualified employees in order to pass the discrimination tests.

If You Exceed any IRS Limits in the Tax Year

If, at year-end, the sum of your salary deferral contributions to the 401(k) Plan, the Federal Thrift Savings Plan, and to all other subject plans exceed the limit, you must notify Prudential, in writing.

· Your WRITTEN notification of the excess over the limit must be received by Prudential no later than the next February 20.

· This excess, plus earnings, must be taken out of the plan and distributed to you by April 15 of the year following the year the money was put into the plan.

· Excess amounts will be reported on your form W-2 and will be taxable income for the year in which you put the excess into the plan. If the excess is not removed by April 15, you will have to pay additional income tax.

INVESTING THE MONEY IN YOUR 401(k) ACCOUNT

You decide how your savings are invested.

· You direct the manner in which your Plan account is invested by selecting from among the investment alternatives. Currently, the plan has twelve (12) investment options:

· You also determine how you would like your contributions, on a percentage basis, allocated among each of the funds you select. For example, your personal investment strategy may be to direct all your money to one fund or place 60% in one fund, and 40% in another. Or you may decide to use Prudential’s Goal-MakerSM model portfolio, which quarterly rebalances assets from one account to another in accordance with the investment strategy that you choose using Goalmaker’s investment models.

· If you fail to identify funds when you enroll, or if Prudential receives your money prior to your fund enrollment, your contribution will be placed in the default election option, American Balance Fund.

· Upon receipt of your completed enrollment, Prudential will allocate all future contributions according to your investment selection.

· You must contact Prudential to transfer existing funds from the default investment option.

· If you elect not to contribute to the Plan, Prudential will place your automatic agency contribution in the default fund, American Balanced Fund.

· You may change your investment selections daily. There is no limit on the number of times you change your funds or your percent allocations.

· Because you are provided with a variety of investment options and control how your money is invested, neither the OCC nor Prudential is responsible for any loss that may result from your exercise of control over the assets in your Plan account.

· If you request written confirmation of your investment instructions from Prudential, you will receive such written confirmation.

· Prudential will periodically send participants information about the Plan's investment features and the investment alternatives available under the Plan. The information will include short summaries of each designated investment option, with a general description of investment objectives and risk and return characteristics of each option.

· You also will receive information relating to the type and diversification of assets comprising the portfolios of each designated option.

· You may request copies of any prospectuses and other materials relating to the Plan's investment options from Prudential.

Quarterly Statements

To help track your investment earnings, you will receive a quarterly statement of your account. The statement will reflect the value of your account, including the activity that occurred during the quarter. It will show:

· your contributions, including the dollar amount of your most recent contributions,

· investment gains or losses for each fund you have selected,

· other transactions, such as withdrawals or transfers, and

· the total value of your account at the end of the quarter.

Contacting Prudential About the Designated Investment Options

If you have any questions or would like to receive information concerning the designated investment options under the Plan, contact Prudential at:

· 1-800-833-5761

· Voice Response Service 24-hours a day, or:

· Press*0 to speak with an Account Representative 8:00a.m. to 8:00 p.m. Eastern time.

· Access your account via the Internet at https://www.retirement.prudential.com.

· You will need your Personal Identification Number (PIN) number to access your account using the Internet and the Voice Response Service.

· Have OCC’s plan number, 300297, available when you call.

VESTING OF ACCOUNTS

Employee Contributions and Employer Matching Contributions

You are always 100% vested in all of your employee contributions, in any rollover contributions you make to the Plan, in any matching contributions to the Plan, and in any earnings resulting from your investment.

· If you leave OCC, you do not have to satisfy any further conditions in order to protect your right to these amounts.

· However, the Plan hardship distribution provisions prohibit use of matching contributions and earnings for withdrawals.

Employer Discretionary Contributions

· If you were hired before January 9, 2005, you are 100% vested in any discretionary contributions. If you leave OCC, you do not have to satisfy any further conditions in order to protect your rights to these amounts.

· If you were hired on or after January 9, 2005, you must complete three (3) continuous years of OCC employment before becoming vested in any discretionary contribution.

· If you resign or transfer to another government agency before satisfying the OCC service requirement, you will forfeit your rights to the discretionary contributions.

PAYMENT of Benefits

When you save through the 401(k) Plan, your money is 100% vested. However, in exchange for the pre-tax advantage, the IRS only allows access to your savings under certain circumstances.

· These circumstances include when or if you:

· retire

· terminate employment

· turn 59 1/2 and are still employed

· become disabled

· suffer a financial hardship, as defined by the IRS, or

· In the event of your death

· If you wish, in most cases, your savings can remain in the Plan. Although you can no longer contribute to the Plan after you end employment, you may continue to redirect how your savings are invested.

Termination of Employment

When you terminate employment you are eligible to receive payment of your account. If you choose to receive payment, income taxes will be due on that money. Twenty percent (20%) of the amount will be automatically withheld for income tax purposes and you may have to pay an additional 10% tax penalty.

· To continue deferring your taxes and avoid any penalties, you can leave your money with OCC (if your account balance is more than $1,000), or "rollover" your savings into a qualified plan of another employer or into a personal IRA.

· If your account balance is $1,000 or less, or if you choose to receive a cash payout, your account balance, less applicable taxes, will be paid to you as soon as practicable after your separation date.

· You will be paid a lump-sum, less applicable taxes, unless you inform Prudential of an IRA or another employer’s qualified plan to which you want to rollover your account balance before distribution has been made.

· If you receive the lump sum, but want to avoid the tax penalties, you may roll your money into an IRA or another employer’s qualified plan within 60 days. You can avoid the 10% penalty by using your personal savings to make up the 20% that was withheld and to keep the full value of your account tax deferred.

· Once you terminate employment, you must begin receiving distributions from the Plan on or before April 1 following the year in which you turn age 70½.

Retirement If you voluntarily retire and are eligible to receive an unreduced annuity from the Civil Service Retirement (CSR) or Federal Employees Retirement (FER) Systems you become eligible to withdraw your savings without an early withdrawal tax penalty. CSRS participants are eligible to receive an unreduced benefit at age 55 and 30 years of federal service. FERS participants are eligible at the minimum retirement age and completion of 30 years of federal service or upon involuntary separation (not for cause) after meeting the age and service requirements.

· If you decide not to leave your money in the Plan, you may elect to receive either:

· a lump-sum payment,

· periodic payments, in substantially equal monthly, quarterly, or annual installments over

· a fixed period not to exceed 10 years,

· your life expectancy or the joint life expectancies of you and your designated beneficiary with payments which are the actuarial equivalent value to the lump-sum you would have received, or you may

· rollover the money.

· Your unpaid installments will be credited with earnings or losses of the Trust until the installments are fully paid.

· You can choose to defer payments from the Plan, but not beyond April 1 following the calendar year in which you reach age 70½ unless you are still employed.

· If you elect an option other than lump sum, you must request it in writing, prior to the commencement of your benefit payment.

Age 59½

· If you are age 59½ or older, you may elect to withdraw all or a portion of your account whether or not you are retired. The 10% early withdrawal tax penalty will not apply.

· However, there is a limit of one withdrawal per calendar year while employed by OCC.

· You must send your written request, including the amount you wish to withdraw, to Prudential.

· Payment will be made as soon as is practicable after receipt and review of your written request by the OCC and Prudential.

Required Distribution at Age 70½

Unless you are still employed, you are required to begin receiving payment from the Plan on or before April 1 after you turn age 70½. The amount you are required to receive at that time is based on your life expectancy and value of your account balance.

Disability

You will become eligible for a Plan distribution if you become permanently disabled while you are an active OCC employee.

· In most cases, you will be considered permanently disabled under this Plan if OPM has determined that you are disabled for “useful and efficient service” in your current position and any other position at the same or current pay level for which you are qualified. Further, you must have separated from federal service and must be receiving a disability benefit.

The Plan will pay your benefit in any of the forms described under Retirement section after:

· your disability status has been approved by OCC, and the sooner of

· Prudential’s notification of your disabled status, with your written consent for distribution, following legal requirements, or the legally required commencement distribution date.

In the Event of Your Death

At the time of your death, the balance in your account becomes payable to your beneficiary.

· Your beneficiary will be paid in a lump sum, as soon as is practicable after your death and after arrangements have been made by the OCC and Prudential.

IN-SERVICE DISTRIBUTIONS – HARDSHIP WITHDRAWALS AND LOANS

Hardship Withdrawals

If you experience a financial hardship, you may qualify for a hardship withdrawal, which enables you to access your before-tax savings under certain circumstances. Money you receive from a hardship withdrawal permanently reduces your account balance. You do not have the opportunity to repay and it is subject to taxes and penalties.

· There is no minimum hardship withdrawal amount;

· The maximum is the amount needed to meet your financial hardship, up to the maximum amount you have available.

· Only your personal contributions are available for hardship withdrawal; employer contributions and investment earnings on both employee and employer contributions are not available.

· The IRS requires that you demonstrate severe financial need to qualify for a hardship withdrawal. In fact, the IRS defines severe financial need only as the following:

· Your medical expenses, as defined by the Internal Revenue code 213, or the medical expenses of your spouse or dependents, that are not covered by insurance.

· Payment of tuition and related education fees for the participant or dependents for the next twelve months of post-secondary education.

· Purchase of the primary residence of the participant, excluding mortgage payments.

· Eviction from or foreclosure on the mortgage of your primary residence.

· Other severe emergencies or unforeseen expenses of the participant, as defined by the Secretary of the Treasury.

· Any federal, state, or local income taxes or penalties that can reasonably be anticipated to result from the hardship distribution.

· To request a hardship withdrawal, complete a Request for Hardship Disbursement form and submit it to Prudential.

· If your hardship withdrawal is approved, your contributions to the Plan are required to stop for the next six (6) months, after which time you can reinstate your contributions.

· Before a hardship withdrawal can be granted, you must have exhausted all of your other financial resources. Hardship withdrawal funds are considered taxable income during the year they are received. They may also be subject to a 10% tax penalty if received before you reach age 59½.

Loans

Loans will be made from the Plan in accordance with procedures established by the OCC.

· To borrow from the plan, you must complete and return a Loan Application Form, including all information requested to the Plan Administrator for approval.

· Prudential will withhold applicable loan processing fees:

· For 2007, fees are: $50 Loan Application fee and $25 annually ($6.25 per quarter).

· OCC’s Benefits Unit in Human Resources, working with Prudential, will base the decision to grant or deny a loan application on a review of relevant facts and circumstances, using the same factors used by commercial lenders.

· Documentation must be provided of current or paid loans that you have had within the last 12 months from the federal Thrift Savings Plan.

· Your repayment of previous loans must be in good standing, with no current or prior delinquencies or defaults.

· OCC must authorize loan repayments through payroll deductions with after-tax dollars.

· Loan amounts allowed are dictated by the IRS regulations:

· Loans will be for a minimum of $1,000.

· The maximum loan amount will be the lesser of:

· $50,000, less the highest outstanding balance of loans you’ve had from the Federal Thrift Savings Plan and the 401(k) Plan within 12 months of the day before your loan is made; or

· 50% of your vested plan account.

· Interest rates are set competitively; currently based on the Prime Rate plus 1.0%.

· The maximum loan period is 60 months or less (240 months or less for the purchase of your primary residence).

· You may only have one outstanding loan from the Plan at any time.

· You must completely repay any outstanding loan from the Plan 30 days before you may borrow additional amounts.

· You may not take a distribution from your plan account, except for a hardship distribution, while you have an outstanding loan.

· Your Plan account generally serves as collateral for your loan from the Plan, although no more than 50% of your employee contribution account may be used for that purpose.

· You will be deemed to have defaulted on your loan if you fail to remit payment in a timely manner as required under the loan agreement, breach any of your obligations or duties, or terminate your employment.

· Upon default, your remaining plan account may be charged with the full, unpaid balance of the loan, including any accrued but unpaid interest. If you have insufficient funds in your account to pay the balance, you will be required to continue to make payments on any funds still due. If you fail to pay the balance, the unpaid portion will be treated as a taxable distribution, incurring the income taxes and penalties.

QUALIFIED DOMESTIC RELATIONS ORDERS

· Qualified Domestic Relations Order procedures are available upon request from the Plan Administrator.

ADDRESS CHANGES AND NOTIFICATIONS

· Each person entitled to benefits under the plan must file, in writing, their post office address and each change of post office address.

Your change of address submitted through Employee Express will be provided to Prudential

· Separated employees must contact Prudential at 1-800-833-5761

APPLYING FOR BENEFITS

In order to receive your benefits, you must file the appropriate forms with the Benefits Unit in Human Resources and/or Prudential as indicated below.

CLAIMS PROCEDURE

Filing a Claim

If you are claiming a benefit under the Plan (a "Claimant") you must present the written claim to Prudential, with a copy to the Benefits Unit in Human Resources.

· File a Request for Disbursement form for a:

· Lump-sum distribution due to termination or retirement; or to

· Rollover to another qualified plan due to termination or retirement.

· File a Request for Systematic Disbursement form for periodic payment from your account after retirement.

· File a Loan Application form to request a loan.

· File a Request for Hardship Disbursement to request a hardship withdrawal.

If your claim for Plan benefits is denied, you will be notified in writing. This written notice will tell you the reason for the denial, with specific references to pertinent Plan provisions on which the denial is based. It will also point out what additional information is needed, if any, which could change the decision to deny the claim, and will explain the Plan's claim review procedure.

Timing of Claim Decisions

You will normally receive written notice granting or denying your claim within 90 days of Prudential receiving the claim.

· If additional time is required to make decisions about the claim, you will receive notice of the extension including:

· an explanation of the circumstances that require the extension, and

· the date by which a decision will be reached.

· No decision will take more than 180 days from the original receipt of the written claim.

· Any claim not granted or denied within the period noted above shall be deemed to have been denied.

If Your Claim is Approved:

· The Benefits Unit in Human Resources will direct Prudential to process your Claim and make applicable payment(s).

If Your Claim is Denied:

· You will be sent a notice of denial. The notice will include:

· The specific reason or reasons for denial, with specific references to the Plan provisions on which the denial is based;

· A description of any additional material or information needed for you to perfect your claim and an explanation of why such material or information is necessary; and

· An explanation of the Plan's claims review procedure.

APPEAL PROCEDURE

Filing a Request for Review of Denial

· You may file a written request for a review of the denial within 60 days of the denial with the Benefits Unit. The request will be forwarded to the 401(k) Oversight Committee.

· After receiving your request for review, your claim will be reviewed by the Committee who may, but is not required to, grant you a hearing.

· In connection with the review, you may have representation, may examine pertinent documents, and may submit a summary of issues and comments in writing.

Timing of the Review Decision

· The decision on review normally will normally be made within sixty (60) days of the Committee's receipt of the request for review.

· If an extension of time is required due to special circumstances, the Committee will notify you in writing, and the time limit for the decision on review will be extended to one hundred twenty (120) days.

Decision on Review

The decision on review will:

· be written, in a manner intended to be understood by you.

· state the specific reasons for the decision.

· include references to the relevant Plan provisions on which the decision is based.

· be given to you within the time limits discussed above.

· be deemed to have been denied upon review if the decision on review is not communicated to the Claimant within the sixty (60) days (or, if applicable, the one hundred twenty (120) day) period discussed above.

· be final and binding with respect to all concerned parties.

PLAN GUARANTEES

Because this Plan is a type of retirement plan called a "defined contribution plan", Plan benefits are not insured by the Pension Benefit Guaranty Corporation under the Plan insurance provisions of the Employee Retirement Income Security Act of 1974.

AMENDMENT OR TERMINATION OF PLAN

OCC expects to continue the Plan indefinitely. However, OCC will evaluate the Plan periodically, and reserves the right at any time to modify or amend, retroactively if deemed necessary, any or all of the provisions of the Plan. In addition, the OCC reserves the right to discontinue or terminate the Plan at any time. In the event of the dissolution, merger, consolidation or reorganization of the OCC, the Plan will terminate unless it is continued by a successor to the OCC. Any amendment, discontinuance or termination of the Plan will be effective at a date determined by the OCC. In the unlikely event that the OCC discontinued the plan, your account would remain 100% vested.

ADDITIONAL INFORMATION

Administration

Official Plan name:

Office of the Comptroller of the Currency 401(k) Plan.

Plan Sponsor:

Office of the Comptroller of the Currency

250 E. Street, S.W.

Washington, D.C. 20219

Plan Administrator:

Office of the Comptroller of the Currency

Plan Trustee:

Prudential Trust Company Correspondence

Plan Administrator correspondence should be mailed to:

Thomas W. Bloom, Chairman of the OCC 401(k) Oversight Committee c/o Human Resources, Compensation & Benefits

Mail Stop 4-18

Office of the Comptroller of the Currency

250 E. Street, S.W.

Washington, D.C. 20219

Telephone No.: 202-874-4490.

Trustee correspondence should be mailed to:

Prudential Trust Company

30 Scranton Office Park

Scranton, Pennsylvania 18507

On any correspondence, always include:

Plan No: 300297

Your Name

Your Social Security Number

Office of the Comptroller of the Currency

EMPLOYER IRS IDENTIFICATION NUMBER, PLAN NUMBER, TYPE OF PLAN AND EFFECTIVE DATE

Employer Identification Number:

72-0564834

Plan Number:

Type of Plan:

Defined Contribution Plan

Effective Date:

The Plan is effective on January 1, 2000.

AGENT FOR SERVICE OF LEGAL PROCESS

Thomas W. Bloom, Chairman of the OCC 401(k) Oversight Committee

Senior Deputy Comptroller for Management and Chief Financial Officer

Office of the Comptroller of the Currency

Plan Administrator of the Office of the Comptroller of the Currency 401(k) Plan

250 E. Street, S.W.

Washington, D.C. 20219

Telephone No.: 202-874-5080

PLAN YEAR

The fiscal year of the Plan for purposes of administration and recordkeeping is the period beginning each January 1 and ending each December 31 during which this Plan is in effect. The Plan will begin on January 1, 2000.

NO EMPLOYMENT CONTRACT

Nothing contained in the Plan shall be construed as a contract of employment between the OCC and any employee, nor shall anything contained in the Plan give any employee any rights of continued employment with the OCC or limit the right of the OCC to discharge any employee with or without cause.

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