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HomeMy WebLinkAbout1998 Money Purchase Plan Augusta Richmond GA DOCUMENT NAME: \C\S<2; m~ ~\'(dlo.~ \)\on DOCUMENT TYPE: YEAR: 00 BOX NUMBER: \ q FILE NUMBER: \G~3l\ NUMBER OF PAGES: \~\ 1998 AUGUSTA MONEY PURCHASE PLAN DOCUMENT NOTEBOOK Pension Service Company 1100 Circle 75 Parkway Suite 320 Atlanta, GA 30339 Phone (770) 952-5225 Fax (770) 563-9356 E-mail pensionservice@mindspring.com .j.d. #16'1 ~ Y AUGUSTA-RICHMOND COUNTY COMMISSION ~ --# bt1 J,k- BOB YOUNG Mayor STAFF ATTORNEYS V ANESSA FLOURNOY HARRY B. JAMES, III LEE BEARD TOMMY BOYLES ULMER BRIDGES ANDY CHEEK BORBY G. HANKERSON WILLIAM B. KUHLKE, JR. WM. "WILLIE" H. MAYS, III STEPHEN E. SHEPARD MARION WILLIAMS JAMES B. WALL CITY A TIORNEY AUGUSTA LAW DEPARTMENT RICHARD L. COLCLOUGH Mayor Pro Tern GEORGE R, KOL8 Administrator November 4, 2003 Please Reply to: P.O. Box 2125 Augusta, GA 30903 (706) 821-2488 Fax (706) 722-5984 j wall@augustaga.gov Ms, Lena Bonner Clerk, Commission 8th Floor, City-County Bldg, Augusta, GA 30911 RE: 1998 Money Purchase Plan Dear Lena: Enclosed please find the 1998 Money Purchase Plan, Please include this in the City's permanent records, With best personal regards, I am Yours very truly, ~ James B, Wall/~ JBW/sjp Enclosure V-~/s-I/J I J THE AUGUSTA-RICHAI01VD COUNTY COi\ifAIISSI01V AGENDA REGULAR MEETING 2:00 P,Y[ COM1VlISSION CIL.-\l\IBER March 18. 1998 INVOCATION: Reverend M.E. Stokes Pastor Central African Baptist Church PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA. PRESENTA TION: Proclamation Safe Communities. DELEGATION: d Five (5) miI1fltetil)le limit per delegation. 1I./kt IZ." 4'~q;#}#v ~' ~dtuCfJf)tLdP;ew~ag f"~~.~~ lJ!!I.~ fO~, Good~le Landing Home Owners .,-\ssoc,iation. J 5" - .5 tJ ~ ~~ 1\\J~. ~i~~ {efford.s ~~'J e,l}fJUhjt? iJ;(e ~4/if -;/~~(/~~~~/3..jZ~' ~,.y-~~ ,0 ~ V .i-):J~ t(,I.C'vf"-ZT'1P' & m fY PLANNING: ! J1. I)j Z-98-26 - Request for concurrence with the decision of the Planning Commission to approve with the conditions: "Any entrance on wrack ? Lane shall be located no more than 100 feet from the right-of-\vay of o Tobacco Road: and that a buffer that confonns to the side yard buffer \ '\ provisions of the Richmond County Tree Ordinance shall be placed ~ along the remainder of the west property line adja.cent to wrack Lane" ,,~ a petition from Nleybohm Realtors, on behalf of the tvIcDonald Ga. ~ Builders, Inc. requesting a change of zoning from Zone R-3B / '1-- (lYlultiple-family Residential with Conditions) to Zone B-1 \ 1_ g (Neighborhood Business) on property located on the southeast corner of the intersection of Tobacco Road and lVIack Lane. District 6. ~2. Jl ~ \\J Z-98-30 - Request for concurrence with the decision of the Planning Commission approve a petition from wlaurice fYrcKie requesting a Special Exception for the purpose of establishing a family personal care home as provided for in Section 26-1, Subparagraph (h) of the Comprehensive Zoning Ordinance for Augusta-Richmond <, ~ the annual budget. (Approved by the Commission i\'larch 3, 1998 - Second Reading) c~)\'v' 7~.N[otion to approve OjQinance establishing a Pension Plan for new ~';; tt employees and for employees not currently enrolled in either a City or County Retirel.nent Plan, and to autl~orize the Mayor and Clerk to execute documents to llnplement same, subject to final approval of Attorney and I / Administrator. (Approved by the Commission l\tlarch 3, 1998 - D S~cond Reading) - wf74,N[otion to approve a~endf!len..!. of Augusta-Richmond County Code to ~q authorize License & Inspection Department License inspectors to issue citations for violation of Augusta-Richmond Countv Code alcohol ~ - __0 licensing and general business licensing o~~ (Approved by to Public Services Committee "larch 9, 1998) ~ \>J~OJ f 75. Motion to a pp rove an Ordi na~ amend Section 1-7-15 (b) (2) 0 f The '\CVV.+,5 Augusta-Richmond County Code so as to modify the powers and duties t of the Richmond County Personnel Board; to provide an effective date: mfJt to/J~~al ::~nf1icting qrdinances.; and for other purposes. 3'i @ ~~f ,t! itWu iVi<tptJ/UAJ / 0 --- i5 76.~ther usiness. 6 . 1--- , (/JJtd..~ -5, '{SiT1)) - .V?J 77.Legal me:ting.dfJ1~J PW~J 1ff {)?o~ 'II~ _ ~(o ~ " AUGUSTA-RICHMOND COUNTY COMMISSION BOB YOUNG Mayor JAMES B. WALL CITY ATTORNEY P. 0, Box 2125 454 GREENE STREET AUGUSTA, GEORGIA 30903 Bus. (706) 821-2488 Fax No. (706) 722-5984 E-Mail: Jwall@co.richmoncLga.us December 19, 2000 LEE BEARD ULMER BRIDGES JERRY BRIGHAM HENRY H, BRIGHAM ANDY CHEEK RICHARD L. COLCLOUGH WILLIAM B, KUHLKE, JR. STEPHEN E, SHEPARD MARION WILLIAMS CHARLES R, OLIVER, P E, CPA Administrator WM, "WILLIE" H, MAYS, III Mayor Pro Tem Ms, Lena Bonner Clerk, Commission 8th Floor, City-County Bldg. Augusta, GA 30911 RE: Group AIIDuity Contract GA-P U806 Dear Lena: This will acknowledge receipt of your Memo dated December 18 forwarding the Fixed Contract Renewal Rate Endorsements from Benmark Financial Services, Inc, No action is required by the Augusta-Richmond County Commission. I am returning one copy of the endorsement which should be included in the 1998 Augusta Defined Contribution Pension Plan, By carbon copy of this letter, I am forwarding a copy of same to Brenda Byrd-Pelaez to be included in their copy of this Plan. With best personal regards, I am Yours very truly, ~ Jan1es B, Wall jfiJ.-fJ JBW/sjp Enclosure Cc: Brenda Byrd-Pelaez NATIONWIDE LIFE INSURANCE COMPANY This Endorsement is attached to and made a part of Group Annuity Contract GA-P U806 It is hereby understood and agreed that said Contract is modified by adding the following to the "Interest Rate" section of the Contract Summary Page: Interest Rate: Contract Year Rate (January 01,2001 - December 31,2001) (January 01,2002 - December 31,2002) 5,95% 4.95% (minimum) Nothing herein contained shall be held to affect any of the provisions of said Contract other than as above stated. This endorsement shall be effective as of January 01. 2001. NATIONWIDE LIFE INSURANCE COMPANY Dated: November 29. 2000 BY:/~ jl~ CASE # 257-00049 - . 1 BOARD RESOLUTION r-- 2 SERVICE AGREEMENT .-- 3 PLAN SUMMARY - 4 ADOPTION AGREEMENT . ....- 5 BASIC PLAN DOCUMENT - 6 ENROLLMENT FORMS BENEFICIARY FORMS - 7 DISTRIBUTION FORMS APPLICATION FOR BENEFITS W AI VER FORM; TAX NOTICE - . 8 NATIONWIDE CONTRACTS APPOINTMENT OF AUTHORlZED REP,; PA YOR DESIGNATION FORM , ~ o CD c2) RESOLUTION OlF THE AUGUSTA-RICHMOND COUNTY COMMISSION I hereby certify that the following is a true copy of a Resolution duly adopted by the Employer on January -I!l-, 1999, WHE.RJEAS, the Employer sponsors a Money purchase Plan; WHE.RJEAS, the Employer desires to amend the Money Purchase Plan; NOW THJE.RJElFO.RJE, be it resolved that the Employer hereby amends the Plan effective as of January 1, 1999, by amending the Plan Adoption Agreement as follows: The Contribution Formula in Exhibit 3, paragraph 1, subparagraph (a) shall be changed to two percent (2%) of Compensation, IN W.ITTNESS WHEREOF, I have hereunto set my hand on this K day of January, 1999, CHMOND COUNTY N . ORDINANCE NO. c; 0 .2.. 1- AN ORDINANCE ADOPTING THE ASSOCIATION OF COUNTY COMMISSIONERS OF GEORGIA (ACCG) DEFINED CONTRIBUTION PLAN. it is hereby ordained by authority of same as follows: BE IT ORDAINED BY THE AUGUSTA-RICHMOND COUNTY COMMISSION dlhi Section 1. Augusta, Georgia, does hereby establish a retirement plan pursuant to the provisions of Section 401 (a) ot the Internal Revenue Code of 1986, as amended, as set forth in that certain "Government Retirement Plan and Trust, Basic Plan Document", attClch~d hereto as Exhibit "A", and does further establish it~ ,.~tir~ment pLlll Service Company as set forth in the Government Retirement Plan and TrusL as a Money Purchase Plan and Trust in the form presented by Pensi 011 Numbered PO 2100 and the Adoption Agreement, attached hereto as Exhibit ."s" and incorporated herein by reference. Section 2. Pension Service Company sha 11 provi de l'eC0l"C1 keeping and administrative services for said retirement plan, Section 3, Said Plan shall be afforded to all illdividuals hired on a regular basis by Augusta, Georgia, on or after MdY I, I~98, and all current employees of Augusta, Georgia, who dr~ nuL ClHTellLly County Retirement Plan, enrolled in or are a member of either a City of Augusta or Richmond terminate said Plan as provided in the Plan documents, Section 4, Augusta, Georgia shall have the righL to amend or .. . . . S02ctiml 5. All laws 01' ._)nillLllll'.:~; III lloll-\:; "I I_I\'J~; ~ ; 1 Adopted this 3 ordin.:3.I:ces in conflict with this Ol-dinanc.; al-c 110l"eby l'l~P.~dj....:J, of '11lA-ftQ, 1998, First Reading: 3 - 3 - fg 3 -;%-9'6 Second Reading: day of j)(P~CN' .I ~~tl, .lld l.IlJ~; .ii.... .1,1'.' ley" Thla cl\;(umlnl &,'I"D. a~ .. (~YI.n~~1Jy ~7i!-,Y7 ...: ~ , r . . . FIRST AMENDMENT TO THE 1998 AUGUSTA MONEY PURCHASE PLAN THE FIRST AMENDMENT to the 1998 Augusta Money Purchase Plan (the "Plan") which was adopted effective May 1, 1998 in the form ofa Governmental Retirement Plan and Trust Basic Plan Document (the "Plan Document") and accompanying Adoption Agreement (the "Adoption Agreement"), hereby amends and modifies the Plan and Adoption Agreement pursuant to the right reserved in Section 14,1 of the Plan Document as follows: 1. The Contribution Formula in EXHIBIT 3, paragraph 1, subparagraph (a) shall be changed to two percent (2%) of Compensation, 2. The effective date of this Amendment to the Plan shall be January 1, 1999. 3, A copy of the amended page of the Adoption Agreement is attached hereto, 4, All other provisions of the Plan shall remain unchanged and, as amended herein, shall continue in full force and effect. IN WITNESS WHEREOF, the Augusta-Richmond County Commission has caused this Amendment to be executed by its duly authorized officer on this ~ day of January, 1999, By: qtW As its Mayor ~ . t .. (f) C\ U [ ] Plan Anniversary nearest the date on which all eligibility requirements are satisfied, EXHIBIT 3 - CONTRIBUTION fORMULA AND ALlOCA liON fORMULA CONTRIBUTION FORMULA (Section 6.1): The Participating Employer contribution for each Participant who has completed the requirements specified below shall be (elect a, b, c, or d): 1, (a) (b) (c) [Xl [ ] [ ] (i) (ii) CD NOTE: (d) ~ ] 2 % of Compensation, $_ for each Hour of Service, Matching Employer Contributions [ ] Percen~age Ma~ch: The Employer shall contribute and allocate to each eligible Participant's Matching Contribution Account an amount equal to _ % of the amount contributed by the Participant to the _ County Commission Public Emp~oyee Deferred Compensation Program, The Employer shall not match such Participant Deferrals as provided above in excess of _ % of the Participant's Compensation, [ ] DDscl1'e~ionary Ma~clh: The Employer shall contribute and allocate to each eligible Participant's Matching Contribution Account a percentage of the amount contributed by the Participant to the Deferred Compensation Program, The Employer shall set such percentage prior to the end of the Plan Year, The Employer shall not match Participant Elective Deferrals in excess of _% of the Participant's Compensation. In no event may the above formula provide a Participant with more than 25% of compensation as defined in Article VIII, Section a,5(b), In accordance with the collective bargaining agreement between the Participating Employer and (name of union) 2, PARTICIPATING EMPLOYEES' MANDATORY EMPLOYEE CONTRIBUTIONS (Section 6,3): [Xl An Eligible Employee shall, subsequent to his Entry Date, contribute (please complete) 4> % of his Compensation to the Plan, NOTE: The Mandatory Contribution shall be considered "picked-up" by the Employer under Section 414(h) of the Code, o Money Purchase P021 00-2 TRA '86 Version (Government) - 6 - . -I '-, . . . SECOND. AN[E~TIMENT TO THE 1998 AUGUSTA MONEY PURCHASE PLAJ."l THE Employer, AugustalRichmond County, hereby amends the 1998 Augusta Money Purchase Plan #005 (the "Plan"), which was adopted in the form of a Nationwide Retirement Solutions, Inc, Model Governmental Defined Contribution Plan and Trust (the "Plan Document") and Adoption Agreement (the "Adoption Agreement"), pursuant to the right reserved in Section 8,1 of the Plan Document as follows: 415(c)(3) compensation definition: For Limitation Years beginning on or after January 1, 1998, for purposes of applying the limitations described in section 1.7 of the Plan Document and El. of the Adoption Agreement. compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by re:'lson of section 132(f)(4), IN WITNESS 'WHEREOF, the Employer has caused this Amendment to be executed by its duly authorized officer on this --3- day of December , 2001 Aug0chilnd cou,n:y ~:'~ ~ ~ PLA~ SD'L\1AIW FOR THE 1998 Al'Gl:STA MO:'l'EY Pl'RCHASE PLAN tv FOREWORD This Summary does not give full details of the Plan nor does it cover all points, The complete documents under which the Plan is operated are available to you at the office of the Plan Administrator. In the case of any conflict between this Sunmlary Information and the provisions of the Plan documents, the provisions of the Plan documents wiII prevail. In many instances. such as where a specific interpretation of the Plan provisions is involved, or a provision of the Plan is related to a specific situation, you should consult with the Plan Administrator. We urge you to read this infollllation carefully, to keep it in a safe place for future reference, and to ask the Plan Administrator any questions you may have about the Plan, or you may contact Pension Service Company at (800) 736-7166 from 9:00 - 5:00 p,m. ET, Monday through Friday, IMPORTANT INFOI~I\IATION Plan Name: 1998 Augusta Money Purchase Plan Plan Sponsor: 1\ame: Augusta-Richmond County Commission Address: 530 Greene Street, Rm, 801 Municipal Bldg., Augusta, GA 30911 Employer Identification Number: 58-2204274 Plan Number: Type of Plan: Effective Date: Plan Year: 005 Money Purchase Plan May 1, 1998 January 1st through December 31st Plan Administrator: Augusta-Richmond County ID Service of legal process may be made upon either the Plan Administrator or the Trustee(s). Funding Medium: TIle plan is funded through a trust. All contributions made to the plan wiII be deposited with the trust. The assets of the trust are invested in group annuity contracts issued by Nationwide Life Insurance Company, All benefits due under the plan wiII be paid by the Trustees or Nationwide to the extent of the plan funds held by the Trustees and Nationwide or as governed by law, Trust Name: 1998 Augusta Money Purchase Plan & Trust Trustee(s): Name-Larry E. Sconyers, Lee Beard. Ulmer Bridges, Jerry Brigham, Henry H, Brigham, Freddie 1.. Handy, William B. Kuhlke Jr., Willie H. Mays III. J.B, Powell, Stephen E. Shepard. Moses Todd Address - Same as Plan Sponsor Entity Holding Assets of the Trust: I'\ationwide Insurance One Nationwide Plaza Columbus, 01-1 43216 DEFINITIONS Account An account maintained for each Participant that holds the investments and investment earnings or losses of all Plan contributions, Compensation The total amollnt of your gross earnings during the Plan Year. The pay on which your contributions are based. . Disability The inability to engage in any substantial employment because of physical or mental impairment that can be expected to result in death or to be of a long, continued, and indefinite time. Effective Date of Plan Employer . Fiscal Year Forfeiture Gain and/or Loss INQUIRE Hotline Investment Change Form IRC Normal Retirement Age Participant Participating Employer Plan Plan Administrator . Plan Anniversary Plan Year Subaccount Trust Fund Vesting May 1,1998 Augusta-Richmond County January 1 st through December 31 st The portion of your Participant Account that you are not entitled to if you leave the service of the Employer before you meet the requirements for full vesting. Money earned or lost through fluctuation in value of variable investments or interest eamed on fixed investments. The 24-hour system which gives you account balance information, and allows you to change investments in your Account. The number is (800) 772-2182, A form which permits you to change investments in your Account. Internal Revenue Code. as amended. The day a Participant attains age 65. An employee who has completed the eligibility requirements and is still employed at an entry date. Your Employer and any other authorized employer who elects to adopt the Plan. 1998 Augusta Money Purchase Plan, The Employer January 1st. The 12-month period beginning January 1 st and ending December 31 st of each year. Part of the Participant's total account that relates to a specific source of contributions, e.g,; Employer Subaccount, Employee Subaccount. All assets of the trust. A participant's right to all or part of his/her Participant Account. ELIGIBILITY AND PARTICIPATION 1. When Am I Eligible To Join The Plan? You are eligible to join the Plan on the first day of the month coinciding with or following 30 days from your date of hire, The Plan Administrator will assist you with your enrollment and fumish all information that you may need. The Plan Administrator also has the fOlms that you may need during your period of Plan participation, 2. If I Terminate Employment, When Willi be Eligible To Pllrticipate Again In The Plan? You will be eligible to participate immediately after reemployment. . . . . 5. CONTRI ill/nONS 1. Who Puts Money Into The Plan? Your Employer contributes an amount equal to 2% of your compensation each Plan Year, You are required to contribute 4% of your compensation each Plan Year to participate. Your mandatory contribution will be made before taxes, thereby saving you taxes, 2. When Will I Have To Pay Federal Income Taxes On These Contribution Amounts? Federal income taxes will be payable in the year or years in which your account is paid to you or your beneficiary(ies). Federal income taxes are only assessed on the amount actually withdrawn in any tax year. 3, Does This Guarantee That I will Pay Less In Taxes? Most of us can expect to have less taxable income and to be taxed at lower rates during retirement than when we are working, If that proves to be true in your case, you would pay less in taxes; however, it cannot be guaranteed, 4, May I Make a Rollover Contribution'? Yes, this Plan will allow a Participant to contribute assets from another qualified plan to this plan, This procedure is called a rollover. You are 100% Vested in your Rollover sub-account at all times, Please verify the procedures for making a rollover contribution with your Plan Administrator. IiWESTME~TS AND EXI'E:\'SES 1. What Happens To The Money Contributed To The Plan? All contributions to the Plan are deposited into the trust fund. These funds are never mixed with the assets of your Employer. You are given the right to designate investment preferences for the contributions, to fixed or variable rate investments, or to a combination of the two. 2. What Is My "Account"? When you become a Participant, an Account will be established for you. Your Account will be credited with all contributions and investment earnings, and it will be reduced by Plan expenses and investment losses. The value of your Account is based on the combination of these credits and reductions. For recordkeeping purposes, your Account is divided into sub-accounts. 3, What Investment Options Are Made Available Under The Plan? A fixed fund that provides a guaranteed interest rate is available. A selection of variable funds. Please ask your Plan Administrator for more detailed infoI1nation. 4. How Will I Know My Account Value'? You will receive quarterly statements showing the value of your Account. In addition, you can call the INQUIRE Hotline which is available 24 hours a day, seven days a week (except during periodic maintenance) or the web site at http://www.bestofamerica.com. When Can I Change Where My .Future Contributions Are To Be Invested'? You may change your future investment at anytime using the INQUIRE Hotline, the bestofamerica.com website or an Investment Change Form, . . . 6. What Are The Limitations And Charges When I Want To Change The Investment Of My Past Contributions? Transfers from one fund to another fund are generally available on a free and unlimited basis among the variable fund options., There is no charge to your Account each time you make a transfer of funds between investment options, as long as you do so through the INQUIRE line or the website, There is a $6 charge per fund for each fund out of which you transfer assets by paper transfers, *Some restrictions on transfers out of the fixed fund may apply und~r certain circumstances. 7. What Investment And Administration Fees Under The Plan \ViII Be Withdrllwn From My Account'? An asset management fee of .90% or 1.10% (depending on the fund) will be charged on your variable account balance. RETlltEM E:'/T AND DISTIUIJl:TIO:'/S 1. How Much of My Account Balance(s) WillI Be Entitled To Receive? You will be vested in and entitled to all balances in the employer subaccounts after 5 years of service if you retire or are terminated, or upon death or disability. 2. When May I Retire? You may retire at your Normal Retirement Age (65) or your Early Retirement Age (50) if you have 15 years of service with the Employer If you choose to remain with your Employer after your Nornml Retirement Age, payment of your benefits will be postponed until you retire. 3. How Much Will I Receive At Retirement? You will receive your entire account balance. 4. How Do I Apply For Benefits? If you want to make application for benefits. you should ask the Plan Administrator for an Application for Benefits. 5. How Will My Retirement Benefit Be Paid? Your retirement benefit will be paid in the form of a one-sum cash payment, direct rollover, or purchased annuity. 6. What Happens When I Die? If you die before distribution of your retirement benefit is scheduled to conUllence, then your beneficiary will be entitled to receive a death benefit equal to the value of your Account. 7. How Do I Name A Beneficiary? You name your beneficiary by completing a Beneficiary Designation Form. NornmlIy, this form will be furnished to you at the appropriate time by the Plan Administrator. To change a beneficiary designation, you should see or write to the Plan Administrator. He or she wilI provide you with the proper forms to make the change. 8, What Happens If I Terminate Employment Before Normal Retirement? At termination you are entitled to your vested account balance. Any taxable income recei\'ed prior to age 59 Y2 may result in a 10% penalty tax being assessed by the IRS, Before you receivt: any distribution, pl~ase consult with your tax advisor, 9. What Happens if I Become Disabled? ffyou become disabled, you may be entitled to your Account in the fonn ofa lump sum. Whether or not you qualify for . the distribution will be determined by the Plan Administrator. to.Can I Assign My Benefits? The Plan provides that to the extent permitted by law, you cannot assign, sell, transfer, or otherwise encumber your benefits, To the same extent, your benefits are not subject to attachment or otherwise to the claims of your creditors. Miscellaneous Questions l. Can The Plan Be Changed'? The Employer expects to continue the Plan indefinitely, However, the Plan Sponsor reserves the right to change, discontinue, or terminate the Plan at any time. Any change in the Plan will not affect benefits you eamed to the date of the change unless the change is required by govenunent regulations. You will be notified of any material change, The Trustees may also change the investment options that are offered to you under the Plan, 2. What Happens If The Plan Terminates'? In the event the plan is terminated, you will become 100% vested in your account. (The Plan Administrator will inform palticipants of all available payout options,) 3. Does This Plan Affect My Social Security Benefits? . All benefits provided by this Plan are in addition to any benefits to which you may be entitled li'om Social Security, If you have questions about Social Security benefits, you should contact the Social Security Administration office listed in your telephone directory, 4. Can I Borrow Money From The Plan'? No, loans are not permitted, 5. Are Any Other Benefit Distributions Allowed? See your Plan Administrator if any other benefit distributions are allowed. 6. How Can I Get More Information About The Plan? Pension Service will be happy to discuss all the advantages of enrolling in the Plan, You may call Pension Service at (800) 736-7166 to obtain information or the Nationwide website at http://bestofamerica,com, Note that your current account balance information can be obtained, daily, through the toll-free INQUIRE Hotline at (800) 772-2182. This Summary is imellded ollly (IS a gelleral outlille of the Plan alld is Ilot a comprehellsive explanatioll of the Plall. Charges, fees, and other illformatioll provided ill this booklet may be subject to challge. For all exact statement of your rights, YOll must refer to the Plall Documellt, a copy of which call be obtaine(lfrom the Plan Administrator. . o o o April 30, 199B MONEY PURCHASE GOVERNMENT RETIREMENT PLAN AND TRUST WITH 414(h) PICK-UP OPTION ADOPTION AGREEMENT Augusta, Georgia, a political subdivision of the State of Georgia, acting by and through the Augusta-Richmond County Commission, as Employer, hereby establishes a money purchase plan and trust for the benefit of its Eligible Employees, The plan and trust shall consist of the Government Retirement Plan and Trust numbered PO 2100 and this Adoption Agreement. 1, Name of Employer: Augusta. Georgia (a) Business Entity: [] Corporation--Date of Incorporation [ ] Partnership [ ] Sole Proprietor [ ] S Corporation [X ] Other: County Government (b) Type of Business or Entity (governmental; not-for-profit): Governmental 2, Employer Address: 530 Greene Street Room 801 Municipal Building. Augusta. Georgia 3091 ~ 3, Employer Tax Year End December 31 Employer Identification No, 58-2204274 4. Limitation Year (elect one): [X] Calendar Year [ ] other 12 month period ending: 5. Plan Name: 1998 Augusta Plan No, lQ)lOlS Money Purchase Plan, 6, Plan Status (check a or b): (a) [Xl Newly Adopted Plan (b) [ ] Amendment and restatement of the (name of plan) Effective date of amendment This amendment shall not apply to any Employee who severed employment before the effective date of amendment. The Accrued Benefit and vesting percentage of each Participant who is an Employee on the effective date of amendment shall be no less than before the amendment. Money Purchase P02100-2 TRA '86 Version (Government) April 30. 1998 . EXHIBIT 1 - DEFINITIONS 1. "Allocation Date" (Section 2,5) shall mean (elect one): (a) [X] the last day of the month of December in each Plan Year (b) [ ] other (please specify at least one day in each Plan Year) 2, "Valuation Date" (Section 2,54) shall mean (elect one): (a) [X] the last day of the month of March. June. September & December in each Plan Year (b) [ ] other (please specify at least one day in each Plan Year) 3, "Reserved" . 4, "Compensation" (Sections 2,13 and 8,5(b)) For the purpose of determining a Participant's allocation (Article VII) and his Annual Addition (Article VIII), Compensation shall mean (elect a or b): (a) [X] W-2 Earnings (as defined in Section 8,5(b)). (b) [] Section 3401(a) Wages (as defined in Section 2.47), (c) [ ] Other: NOTE: If "other" is checked in 4(c) above, for the purpose of determining a Participant's Annual Addition, Compensation shall mean W-2 Earnings Box 10, [X] Check here if pursuant to Section 2,13, the Employer shall include in the definition of Compensation above, for the purpose of determining a Participant's allocation (Exhibit 3), contributions made pursuant to Section 125, 402(h), 402(a)(8), 457, 414(h), or 403(b) of the Code, . Money Purchase P02100-2 TRA '86 Version (Government) - 2 - o o o 5, April 3D, 1998 "Compensation Exclusions" (Section 2,13): For purposes of contributions and allocations (Exhibit 3), the following Compensation shall not be considered (elect a, or one or more of b, c, d, e, and f): (a) [X] None, all Compensation shall be considered (b) [ ] Bonus (c) [ ] Overtime (d) [ ] Commissions (e) [ ] Compensation in excess of $ (f) [ ] NOTE: If (b) through (f) is selected, the definition of Compensation selected must meet the requirements of Code Section 414(s) and regulations thereunder. 6, The compensation period shall be the (Section 2,13) (elect a, b or c): (a) [X] Plan Year (b) [ ] calendar year ending with or within the Plan Year (c) [ ] Other: NOTE: (Such period must be permitted by Code Section 414(s) and regulations thereunder.) Compensation, for the purpose of any Mandatory Employee Contribution, shall not include any Compensation earned prior to the later of the Effective Date of the Plan, or an Eligible Employee's Entry Date, 7, "Effective Date" (Section 2,18) means May 1. 1998 NOTE: If this is an amendment and restatement of an existing plan, insert the original plan effective date, 8. "Plan Year" (Section 2.42) means the 12-consecutive month period beginning on the ~ day of January I and ending on the 31st day of lDecember in each year, Money Purchase P02100-2 TRA '86 Version (Government) - 3 - April 30, 1998 If applicable, the first Plan Year will be a short Plan Year commencing on May 1. 1998 and ending on December 31.1998, Thereafter, the Plan Year shall end on the date last specified above. . EXHIBIT 2 - ElIGIBiUTY REQUIREMENTS 1, CLASSIFICATION REQUIREMENTS (Section 2,21): Classifications of Employees that are not eligible to participate in the Plan are (elect a or one or more of b through h): (a) [ ] (b) [ ] (c) [ ] . (d) [ ] (e) [ ] (f) [ ] (g) [ ] None: all employees are eligible; Covered by a Collective Bargaining Agreement: included in a unit of employees where retirement benefits have been the subject of good faith bargaining between representatives of such employee unit and the Participating Employer, unless the resulting collective bargaining agreement provides for the inclusion of such unit of employees under this Plan. Employee representatives shall not include any organization more than half of whose members are Employees who are owners, officers, or executives of the Employer, Non-resident aliens who received no earned income from a Participating Employer which constitutes income from sources within the United States, Salaried: compensated on a salaried basis; Commissioned: compensated on a commissioned basis; Hourly Paid: compensated on an hourly basis; Employees of an employer required to be aggregated with a Participating Employer under Code Sections 414(b), (c), or (m) and persons deemed to be employees under Code Section 414(n). (h) [X] Other Classification: Employees who are already members of another City of Augusta or Richmond County Retirement Plan. or are not Regular Employees as defined in the Augus1ta-Richmond County Personnel Policies and Procedures: Provided. however. it is expressly understood that the following! are to be considered Eligible Employees. to wit: Any employee. officeI/". appointee. or electee under any official of Augusta. Georgia. or Richmond County. Georgia. as now constituted or hereafter constituted. who is elected by vote of the electorate 2, SERVICE AND AGE REQUIREMENTS (Section 4,1): . (a) To be eligible to participate, an Eligible Employee must have completed the following Eligibility Service requirements [check and complete appropriate box (1) and (2)]: Money Purchase P021 00-2 TRA '86 Version (Government) -4- April 3D. 1998 o (1) SERVICE (2) AGE No Service Requirement X No Age Requirement X ~ Months from employment date _ (Specify Age) (not to exceed 60) _ Year(s) of Eligibility Service (not to exceed 5) If the service requirement elected is a stated number of months of service, each Eligible Employee who has been employed with the Participating Employer for the number of months elected shall be deemed to have completed the service requirement regardless of the number of Hours Of Service actually performed, In such a situation, Hour of Service, Break in Service, and Eligibility Service shall be determined as provided in Article III. (b) One year of Eligibility Service shall be credited to the Eligible Employee on the last day of the Eligibility Computation Period in which he completes (not more than 1,000) Hours Of Service, o Employment with all employers listed below shall be counted as Eligibility Service on the same basis as if such employment had been with the Participating Employer, Not AlPlPlicable 3, ENTRY DATE (Section 4.1) The entry date shall be the (elect one): (a) [ ] date coinciding with satisfaction of all eligibility requirements, (b) [X] first day of the month coinciding with or next following satisfaction of all eligibility requirements, (c) [ ] first day of the Plan Year quarter following satisfaction of all eligibility requirements. (d) [ ] Plan Anniversary (elect one): [ ] preceding [ ] coinciding with or next following-satisfaction of all eligibility requirements, (e) [ ] Plan Anniversary or the first day of the seventh month of the Plan Year coinciding with or next following satisfaction of all eligibility requirements, o Purchase P021 00-2 6 Version (Government) - 5 - o o o (f) April 30. 1998 [ ] Plan Anniversary nearest the date on which all eligibility requirements are satisfied. EXHIBIT 3 - CONTRIBUTION FORMULA AND AllOCATION FORMULA CONTRIBUTION FORMULA (Section 6,1): The Participating Employer contribution for each Participant who has completed the requirements specified below shall be (elect a, b, c, or d): [Xl [ ] [ ] 1 % of Compensation, Amended effective 1/1/99 See Amendment One 1. (a) (b) (c) (i) (ii) NOTE: (d) [ ] $_ for each Hour of Service, Matching Employer Contributions [ ] Percentage Match: The Employer shall contribute and allocate to each eligible Participant's Matching Contribution Account an amount equal to _ % of the amount contributed by the Participant to the _ County Commission Public Employee Deferred Compensation Program, The Employer shall not match such Participant Deferrals as provided above in excess of _ % of the Participant's Compensation, [ ] Discretionary Match: The Employer shall contribute and allocate to each eligible Participant's Matching Contribution Account a percentage of the amount contributed by the Participant to the Deferred Compensation Program, The Employer shall set such percentage prior to the end of the Plan Year. The Employer shall not match Participant Elective Deferrals in excess of _% of the Participant's Compensation, In no event may the above formula provide a Participant with more than 25% of compensation as defined in Article VIII, Section 8,5(b), In accordance with the collective bargaining agreement between the Participating Employer and (name of union) 2, PARTICIPATING EMPLOYEES' MANDATORY EMPLOYEE CONTRIBUTIONS (Section 6,3): [Xl An Eligible Employee shall, subsequent to his Entry Date, contribute (please complete) 4 % of his Compensation to the Plan, NOTE: The Mandatory Contribution shall be considered "picked-up" by the Employer under Section 414(h) of the Code, Money Purchase P021 00-2 TRA '86 Version (Government) -6- April 30. 1998 o All Eligible Employees are required to make a Mandatory Contribution as a condition of employment. [] Not applicable, 3. ALLOCATION FORMULA (Section 7,1): The Participating Employer contribution allocated to the Account of each Participant who has completed the requirements specified in Section 6,2 shall be determined in accordance with the contribution formula elected in Section 1 above, 4, ELIGIBILITY FOR ALLOCATION (Section 7,2): (a) A Participant who has completed less than 1,000 Hours of Service during a Plan Year shall (elect 1 or 2): (1) [ ] share in the Participating Employer's contribution (and forfeitures) for such Plan Year if he completes (elect i or ii): (i) at least 1 Hour of Service, [ ] [ ] more than 500 Hours of Service, (ii) o (2) [X] not share in the Participating Employer's contribution (and forfeitures) for such Plan Year, (b) A Participant whose employment is terminated prior to the end of the Plan Year but after he has completed the hour(s) specified in (a) above shall (elect 1 or 2): (1) [X] shall share in the Participating Employer's contribution (and forfeitures) for such Plan Year. (2) [ ] not share in the Participating Employer's contribution (and forfeitures) for such Plan Year. (c) The Participating Employer will allocate Employer related contributions to Employees who terminate during the Plan Year as a result of: [X] (i) Retirement. [X] (ii) Disability, [X] (iii) Death, [ ] (iv) Other termination of employment provided that the Participant has completed a Year of Service as defined for Allocation Accrual purposes, o Money Purchase P021 00-2 TRA '86 Version (Government) - 7 - April 30, 1998 @."". :J[" ", ~~~l . [ ] (v) Other termination of employment even though the Participant has not completed a year of service, [ ] (vi) Termination of employment (for any reason) provided that the Participant has completed a Year of Service for Allocation Accrual Purposes, 5, FORFEITURES (Section 11,2): Forfeitures shall occur (elect a or b): (a) [X] upon distribution to a terminated Participant of his vested Accrued Benefit, or his fifth consecutive one year Break In Service, if earlier. (b) [ ] after the Participant has incurred his fifth consecutive one year Break In Service, 6, FORFEITURES (Section 11,2): Forfeitures shall be (elect a or b): (a) [ ] reallocated to the accounts of other Participants, (b) [X] applied to reduce the next Participating Employer contribution, ~ ~ 1),1':';'; .' .1 "I: : Money Purchase P02100-2 TRA '86 Version (Government) - 8 - ~ ~ 1, @tvJj~i! 'I,:q;!,. 2 .,' @ April 3D. 1998 EXHIBIT 4 - INVESTMENTS INVESTMENTS (Article IX): All assets of the Plan shall be invested by the Trustee except that (elect a, b, c, or d): (a) [ ] No exceptions (b) [ ] The Employer shall direct the Trustee in selecting all investments, (c) [X] The Participant shall direct, from eligible investments specified by the Plan Administrator, the Trustee in selecting all investments for his Account. (d) [ ] The Employer shall appoint an investment manager to direct the Trustee in selecting all investments, Name: Address: Telephone Number: COMMON DUE DATE (Section 2,12) (elect a or b): (a) (b) [ ] [ ] The day of the month of N/A in each year, The following Dates: NOTE: Insert N/A in 2(a) above if Insurance Contracts will not be an investment option under this Plan, Money Purchase P021 00-2 TRA '86 Version (Government) - 9 - April 30. 1998 EXHIBIT 5 - BENEFITS AND DISTRIBUTIONS o 1. VESTING SCHEDULE (Section 11.1): A Participant's vested interest in his employer subaccount shall be determined by the following schedule (elect one): (0 Vesting Of (a) (b) (c) (d) (e) (f) (g) Vesting [] [ ] [] [X] [ ] [ ] [ ] Service 0 100% 0% 0% 0% 0% 0% 1 0 0 0 0 0 2 0 20 0 0 0 3 100 40 0 20 0 4 60 0 40 0 5 80 100 60 0 6 100 80 0 7 100 0 8 0 9 0 10 100 2, INSURANCE POLICIES (Section 10,1) A Participant's vested interest in any Insurance Policies purchased on his behalf shall be (elect one): (a) [ ] 100% Vested upon purchase. (b) [X] Subject to the vesting schedule in 1 above, 3, VESTING COMPUTATION PERIOD (Section 2,55): The 12 consecutive month period, or such lesser period as a Participating Employer is in business, ending on the 31st day of December in each year. NOTE: The Vesting Computation Period shall coincide with the Plan Year. 4, VESTING SERVICE (Sections 2,56 and 11,1): One year of Vesting Service shall be credited to a Participant for each Vesting Computation Period during which he completes at least 1000 hrs (not to exceed 1,000) Hours of Service, beginning on his Employment Date or Re-employment Date, subject to the exclusions elected in Section 5, o Money Purchase P02100-2 TRA '86 Version (Government) - 10- April 30, 1998 r1fi'\ V Employment with all employers listed below shall be counted as Vesting Service on the same basis as if such employment had been with a Participating Employer. The City Council of Augusta 08" the Richmond County Board of Commissioners 5, EXCLUDED YEARS OF VESTING SERVICE (Section 2,56): In addition to years of Vesting Service excluded by the Break In Service rules, the following years of Vesting Service shall be excluded in determining a Participant's vested interest (elect a or check and complete b): (a) [X] No Vesting Service shall be excluded, (b) [] The following years of Vesting Service shall be excluded (elect any that are applicable): (1) [] years of Vesting Service before the year in which the Participant attains age 18, (2) [ ] years of Vesting Service before the Effective Date of the Plan or a predecessor plan, 6, [ ] ELAPSED TIME (Article III) ~ ~ Check here if the elapsed time provisions of Article III are to apply, If checked, Sections 3 and 4 above are not applicable, 7, NORMAL RETIREMENT AGE (Section 2,33): A Participant's Normal Retirement Age will be the day he (elect a or b): (a) [X] attains age 65 (not more than 65). (b) [ ] attains age (not more than 65) or the (not more than 10) anniversary of his participation commencement date, if later. Participation commencement date is the first day of the Plan Year in which the Participant began participating in the Plan, 8, EARLY RETIREMENT AGE (Section 11,4): (elect a or b): (a) [X] A Participant who has attained age 50 and who is credited with 15 years of Vesting Service may retire on his Early Retirement Date, A Participant's Account (elect (1) or (2)): @'~'" :its .~:j!: rJ,; .~}:l- (1) [x ] shall, if not previously 100% vested, be 100% vested solely upon attainment of his Early Retirement Age, Money Purchase P021 00-2 TRA '86 Version (Government) - 11 - o (b) [ ] April 30, 1998 (2) [ ] shall be subject to the vesting schedule in Exhibit 5, Early retirement is not provided, 9, COMMENCEMENT OF BENEFITS - TERMINATION OF EMPLOYMENT (Section 11,9): A Participant who terminates his employment with his Participating Employer may receive a distribution of his Accrued Benefit (elect a, b or c): (a) [X] within a reasonable time after termination of employment. (b) [] on or after the first Anniversary Date following termination of employment. (c) [ ] upon attainment of the Participant's Normal Retirement Date, 10, OPTIONAL FORMS OF BENEFITS (Section 11,17) In addition to the lump sum normal form of benefit, and, if required to be provided under the Plan, a Qualified Joint and Survivor Annuity, the following option forms of benefits shall be provided (elect any that are applicable): (a) [ ] (b) [ ] 0 (c) [ ] (d) [ ] (e) [ ] (f) [ ] NOTE: NOTE: Straight Life Annuity Life Annuity - Ten Years Certain Joint and Survivor Annuity Ten Year Certain Fixed Payments Life Annuity - Twenty Year Certain Other: [X] Check here if a lump sum normal form of benefit will be the only form of benefit offered under this Plan ((a) through (g) must not be completed), and the Qualified Pre-Retirement Survivor Annuity and Qualified Joint and Survivor Annuity provisions will not be applicable (Section 11,21). If this amendment and restatement of a prior plan, the "other" line may be used to preserve an optional form of benefit not currently offered by Nationwide In addition, an additional optional form of benefit may be specified in the "other" line above only if such form of benefit does not discriminate in favor of-any Highly Compensated Employee. 11, CASH OUT DISTRIBUTION (Section 11,18) Upon termination of service, a Participant's vested Accrued Benefit of $5,000 or less will (elect a or b): o (a) [X] be immediately distributed to the Participant. Money Purchase P02100-2 TRA '86 Version (Government) - 12- April 30. 1998 (b) [ ] not be distributed to the Participant without his consent. o 12, LOANS TO PARTICIPANTS (Section 11,14) Loans to Participants are (elect a or b): (a) [ ] permitted and (complete one of the following boxes) [ ] are considered a general investment of the Trust Fund [ ] are considered an investment of the Participant's Account. (b) [X] not permitted, () o Money Purchase P02100-2 TRA 186 Version (Government) - 13 - to\lj V @ @Yr"!;:' .,JI,,,,,. 'd:t..!, April 30, 1998 EXHIBIT 6 - PLAN ADMINISTRATOR 1. PLAN ADMINISTRATOR (Section 12,1): The Plan Administrator shall be (elect a, b, c, or d): (a) [X] the Employer, (b) [ ] the Trustee, (c) [ ] a committee consisting of at least three persons appointed from time to time by the Board to serve without compensation at the pleasure of the Board, Any person appointed a member of such committee shall signify his acceptance of administrative responsibility by filing written acceptance with the Board and with the committee, Any member of the committee may resign by delivering his written resignation to the Board and the Secretary of the committee, and such resignation shall become effective on some specified future date not less than 30 days after receipt of such resignation by the Board, The committee may authorize one or more of its number to execute or deliver any instrument or make any payment in its behalf, A majority of the members of the committee at the time in office shall constitute a quorum for the transaction of business, All resolutions or other matters coming before the committee may be acted upon by the members of the committee present at any meeting or without a meeting by an instrument in writing signed by a majority of the members of the committee, In the event any such vote ends in a deadlock, the Board shall cast the deciding vote. (d) [ ] (Specify by name, title, or other description): Money Purchase P02100-2 TRA '86 Version (Government) - 14- @ ~ ~ ~ April 30. 1998 EXHIBiT 7 - LIMITATIONS ON ALLOCATIONS 1. OTHER QUALIFIED PLANS (Sections 8,3 and 8,4) If the Participating Employer maintains or ever maintained another qualified plan in which any Participant in this Plan is (or was) a Participant or could become a Participating Employer must also complete this Section if it maintains a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(1)(2) of the Code, under which amounts are treated as annual additions with respect to any Participant in this Plan (complete a and b): (a) If the Participant is covered under another qualified defined contribution plan maintained by the Employer, other than a Master or Prototype Plan (complete 1, 2, or 3): (1 ) The provisions of Section 8,2 will apply, as if the other plan was a Master or Prototype plan, [ ] (2) (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any Excess Amounts, in a manner that precludes Employer discretion,) [ ] (3) [X] not applicable, (b) If the Participant is or ever has been a Participant in a defined benefit plan maintained by the Employer (complete 1,2, or 3): (1) [X] In any Limitation Year, the Annual Additions credited to the participant under this Plan may not cause the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction to exceed 1.0, If the Participating Employer contributions that would otherwise be allocated to the Participant's Account during such year would cause the 1,0 limitation to be exceeded, the allocation will be reduced so that the sum of the fractions equals 1,0, Any contributions not allocated because of the preceding sentence will be allocated to the remaining Participants under the allocation formula under the plan, If the 1,0 limitation is exceeded because of an Excess Amount, such Excess Amount will be reduced in accordance with Section 7,1(d), (2) [ ] (Provide the method under which the plan involved will satisfy the 1,0 limitation in a manner that precludes Employer discretion,) (3) [ ] not applicable, Money Purchase P021 00-2 TRA '86 Version (Government) - 15 - EXECUTION April 30. 1998 @ The Employer hereby adopts this Plan and Trust, subject only to acceptance by the Trustee(s) and Nationwide Life Insurance Company, The Employer, by executing this document, acknowledges that it has read this Plan and Trust, that it has consulted legal counsel to the extent deemed nec- essary, and that it accepts full responsibility for its participation hereunder, and that it releases Nationwide from any liability resulting from adoption of the Plan and Trust. IMPORTANT NOTICE In order to obtain reliall1lce with respect to plan qualification, the Employer must submit this Adoption Agreement with all provisions appropriately and fully completed and the corres- ponding l8asic Plan Document numbered PO 2100 to the appropriate IRS Key District office with an Appiication for at Determination Letter Request. This Adoption Agreement may be used only in conjunction with the Government Retirement Plan and Trust Basic Plan Document numbered PO 2100. Date:..lh o~ I/,o /t:lf ~ \tV 'fit!(! cl=lmonl opprovod as FI!CY and lonn, 'I. fD-f{ mey Ilale Date: 1:iW\11'~~r: V [SIGNATURES CONTINED Money Purchase P021 00-2 TRA '86 Version (Government) - 16- EMPLOYER By: May Attest: o o o Money Purchase P021 00-2 TRA '86 Version (Government) - 17 - Moses Todd, Commissl ner (All Trustees must sign) INSURANCE GOVIERi\jMIENT RIETIREMENT PLAN AND TRUST o lBAS~C PlA~ DOCUlMENT PROFIT-SHARING MONEY PURCHASE PENSION MONEY PURCHASE 414(h) PICK-UP o THIS DOCUMENT IS DESIGNED SOLELY FOR USE BY GOVERNMENT EMPLOYERS, AND MAY ONLY BE USED WITH A GOVERNMENT DEFINED CONTRIBUTION OR GOVERNMENT PICK-UP ADOPTION AGREEMENT NUMBERED PO 2100-1 OR PO 2100-2. THIS PLAN AND TRUST MUST BE SUBMITTED TO THE APPROPRIATE DISTRICT OFFICE OF THE INTERNAL REVENUE SERVICE FOR APPROVAL. @" , " j :: TRA '86 (GOVERNMENT) Revised 12/17/97 PO 21 00 T ABllE OF CONTIENTS o Subiect Article Page Purpose Of Plan And Trust 1 Definitions II 1 Definitions - Elapsed Time III 9 Participation IV 11 Accounts V 12 Contributions VI 13 Allocations VII 15 CD Limitations on Allocations VIII 16 Investments IX 23 Insurance Policies X 25 Benefits and Distributions XI 27 Plan Administration XII 44 Trustee XIII 45 Amendment, Merger, and Termination XIV 50 Domestic Relations Order XV 51 Miscellaneous XVI 52 CD o o o GOVIERNMIENT RIETIREMIENT PLAN Ai\JD TRUST ARTICllE ~ - PURPOSIE Of PlAi\J AND TRUST Government Plan and Trust has been created for the exclusive benefit of Eligible Employees and their Beneficiaries of any Participating Government Employer which adopts the Plan and Trust, The Plan is intended to qualify under Code Section 401 (a) and the Trust is intended to be tax-exempt under Code Section 501 (a). ART~CllE ~I - DIEIFI~ITIO~S Each item defined below, when used in the Plan and Trust or Adoption Agreement, with the first letter of each word capitalized, shall have the meaning set forth in this Article. 2.1 "Account" means the value of the Annuity Contracts, Mutual Fund Shares, and other assets held by the Trustee on behalf of the Participant. The term, II Account" does not include the value of any Insurance Policies held by the Trustee on the life of the Participant. 2.2 "Accrued Benefit" means the sum of the value of any Insurance Policies issued on the Participant's life plus the value of his Account and shall constitute his entire interest in the Trust Fund. 2,3 "Adoption Agreement" means the document the Employer executes to adopt the Plan and Trust and is made a part thereof, 2,4 "Affiliated Employer" means the Employer, and if authorized by the Employer, any other Employer which maintains a separate plan, agrees to administer its plan in accordance with Sections 2.20, 2.56, 4.4, and 4.5, and executes the Adoption Agreement as such. 2.5 "Allocation Date" means the date specified in Exhibit 1. 2.6 "Annuity Contract" means any annuity contract, fixed or variable, individual or group, deferred or immediate. Any Annuity Contract distributed from this Plan shall be endorsed so that it is nontransferable. 2.7 "Annuity Starting Date" means (i) the first day of the first period for which an amount is paid as an annuity, or (ii) in the case of a benefit not paid in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit. - 1 - ARTICllE II - DEfINITIONS (Continued) .1 " 2.8 "Beneficiary" means the Participant's Spouse unless the Participant designated another person(s) or entity as his beneficiary. Such beneficiary designation shall be made in a form acceptable to the Plan Administrator and must be filed with the Plan Administrator to be effective, The Participant's most recent beneficiary designation shall supersede any previous designation. If no such beneficiary is alive or if no designation is in effect at the time of distribution, Beneficiary shall mean the executor or other legal representative of the last to die of the Participant and designated beneficiary. 2.9 "Board" means the Retirement Board of the entity adopting the Plan. 2,10 "Reserved" 2.11 "Code" means the Internal Revenue Code of 1986, as amended. 2.12 "Common Due Date" means each date, if any, set forth in Exhibit 4 of the Adoption Agreement, as of which Insurance Policies may be purchased for a Participant. . 2.13 "Compensation" is the amount defined in Exhibit 1. Effective for the first Plan Year beginning on or after January 1, 1993, Compensation shall be limited to the first $200,000 (or any increased amount, as permitted by the Secretary of the Treasury) of Compensation. Such dollar increase in effect on January 1 of any calendar year is effective for years beginning in such calendar year and the first adjustment to the $200,000 limitation is effective on January 1, 1990. If a plan determines Compensation on a period of time that contains fewer than 1 2 calendar months, then the annual compensation limit is an amount equal to the annual compensation limit for the calendar year in which the compensation period begins multiplied by the ratio obtained by dividing the number of full months in the period by 12. In determining the compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the Spouse of the Participant and any lineal descendants of the Participant who have not attained age 1 9 before the close of the year, If, as a result of the application of such rules the adjusted $200,000 limitation is exceeded, then (except for purposes of determining the portion of compensation up to disparity), the limitation shall be pro-rated among the affected Participants in proportion to each such Participant Com- pensation as determined under this Section prior to the application of this limitation. If elected by the Employer in the Adoption Agreement, Compensation shall include any amount which is contributed by the Participating Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Code Section 125, 457, 414(h), 402(h), 402(a)(8), or 403(b). . In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 1996, the annual compensation of each employee taken into account under the Plan shall not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401 (a)(17)(B) of the Internal Revenue Code. The cost-of-living - 2 - ARTICllE II - DIEFH\HTIONS (Continued) . adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined ("determination period") beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For Plan Years beginning on or after January 1, 1996, any reference in this Plan to the limitation under section 401 (a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruir,~ in the current Plan Year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first Plan Year beginning on or after January 1, 1996, the OBRA '93 annual compensation limit is $150,000. . 2.14 "Disability" means a Participant's inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. The permanence and degree of such disablement shall be supported by medical evidence. 2.15 "Early Retirement Age" means the age, if any, specified in Exhibit 5 of the Adoption Agreement. 2.16 "Early Retirement Date" means the first day of any month after his Early Retirement Age and prior to his Normal Retirement Age in which a Participant has elected to retire. 2.17 (Reserved) 2.18 "Effective Date" means the date set forth in Exhibit 1 of the Adoption Agreement. . 2.19 "Eligibility Computation Period" means for an Employee's Initial Eligibility Compensation period, the twelve month consecutive period beginning on an Employee's Employment Date or if required under Section 4.1, Reemployment Date, The succeeding twelve consecutive month periods commence with the first Plan Year which commences prior to the first anniversary of the Employee's initial Eligibility Computation Period regardless of whether the Employee is entitled to be credited with 1,000 Hours Of Service (or any lesser number of hours as specified in Exhibit 2 of the Adoption Agreement) during the initial Eligibility Computation Period. An Employee who is credited with 1,000 Hours Of Service (or any lesser number of hours as specified in Exhibit 2 of the Adoption Agreement) in both the initial Eligibility Computation Period and the Plan Year which commences prior to the first anniversary of the Employee's initial Eligibility Computation Period will be credited with two years of service for purposes of eligibility to participate. - 3 - o o CD ARTICLE II - IDEfli\!ITIOi\!S (Continued) 2,20 "Eligibility Service" means the number of Eligibility Computation Periods during which an Employee completes the number of Hours Of Service specified in Exhibit 2 of the Adoption Agreement. Eligibility Service shall include service with a Participating Employer, Affiliated Employer, and with a predecessor employer providing the Participating Employer maintains the plan of such predecessor. 2.21 "Eligible Employee" means all Employees, excluding any classification of Employees specified in Exhibit 2 of the Adoption Agreement, which have completed the Eligibility Service requirements of Exhibit 2. If an Employee is excluded by classification and also excluded based on the age and service requirements of the Plan, the Employee shall be considered excluded based on the age and service requirements of the Plan. 2.22 "Employee" means any employee of the Participating Employer maintaining the Plan, or of any other Employer required to be aggregated with such Participating Employer under Sections 414(b), (c), (m), or (0) of the Code. The term Employee shall also include any leased employee deemed to be an Employee of any Employer described in the previous paragraph as provided in Sections 414(n) or (0) of the Code, 2.23 "Employee Contributions" means contributions to the Plan made by the Participant on an after tax basis. 2.24 "Employer" means the entity executing the Adoption Agreement as Employer. 2.25 "Employment Date" means the date on which an Employee first performs an Hour Of Service. 2,26 "Hour Of Service" means (a) each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Participating Employer. These hours shall be credited to the Employee for the computation period in which the duties are performed; (b) each hour for which an Employee is paid, or entitled to payment by the Participating Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence; (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Participating Employer. The same Hours Of Service shall not be credited both under paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the - 4 - ART~CLE ~~ - DlEfli\HTIONS (Continued) 1)1,. ~.. . .' computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made; (d) each hour for which an Employee would have been credited during a period of time during which no duties are performed due to absence because of pregnancy of the Employee, the birth of a child of an Employee, the placement of a child in connection with the adoption of the child by the Employee, or for purposes of caring for the child during the period immediately following the birth or placement for adoption; (e) each hour specified in (a), (b), (c), and (d) while an Employee is in an ineligible class of Employees shall be counted for all purposes of the Plan if the Employee becomes an Eligible Employee; . (f) each hour specified in (a), (b), (c), and (d) while an Employee is employed by another Participating Employer or when employed by any employers (whether or not incorporated) that are members of a controlled group, as defined in Section 414 (b) of the Code or under common control, as defined in Section 414 (c) of the Code, part of an affiliated service group, as defined in Section 414 (m) of the Code, and any other entity required to be aggregated with the Participating Employer pursuant to Section 414(0) and regulations thereunder, will be counted for all purposes of the Plan; and (g) each hour specified in (a), (b), (c), and (d) will also be counted for all purposes of the Plan for any person considered an Employee under Code Section 414(n) or Section 414(0) and the regulations thereunder. 2.27 "Insurance Policy" means an ordinary life insurance, term insurance, retirement income, endowment, or any other life insurance policy which is issued by an Insurer on the life of a Participant and acquired under the Plan. 2.28 "Insurer" means a legal reserve life insurance company from which Insurance Policies or Annuity Contracts are purchased pursuant to the Plan. 2.29 "Mandatory Employee Contribution" means Participant after-tax contributions which are to be made as a condition of employment with the Employer, Pursuant to Section 414(h) of the Code, such contributions shall be picked up by the Employer and are deemed to be Employer Contributions. 2,30 "Mutual Fund Shares" means shares of any open end investment company. . 2.31 "Nationwide" means Nationwide Life Insurance Company, Reference to its related and affiliated companies shall include Nationwide Financial Services, Inc., Nationwide Variable Life Company, WAUSAU Insurance Companies, and any other company affiliated with the Nationwide Corporation or Nationwide Life Insurance Company. - 5 - ARTICllE II - DEfiNITIONS (Continued) & WI' 2.32 [Reserved] 2.33 "Normal Retirement Age" means the age specified In Exhibit 5 of the Adoption Agreement. 2.34 "Normal Retirement Date" means the first day of the calendar month coinciding with or next following a Participant's Normal Retirement Age, but not earlier than the Effective Date. 2.35 "One Hundred Percent Vested" or "100% Vested" means the Participant's Account is non-forfeitable. . 2,36 "Qualified Joint and Survivor Annuity" means an immediate annuity for the life of the Participant, or if married on the Annuity Starting Date, an immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant's Spouse which is not less than 50% and not more than 1 00% of the amount of the annuity payable during the joint lives of the Participant and Spouse, This form of distribution shall be the amount that can be purchased with the Participant's Accrued Benefit, minus the value of any portion of the Participant's Account which is used as a security interest for a loan. The normal form of survivor annuity shall be 50%. Such an annuity shall equal the aggregate value of the Participant's vested Account (including rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant's life. "Qualified Pre-Retirement Survivor Annuity" means an annuity for the life of the Surviving Spouse. 2,37 "Participant" means an Eligible Employee or former eligible employee who has met the eligibility requirements specified in Exhibit 2 and who may become eligible to receive or is receiving benefits under the Plan, 2.38 "Participating Employer" means the Employer and, if authorized by the Employer, any other employer required to be aggregated under Code Sections 414(b), (c), (m), or (q) which elects to participate in the Plan and executes the Adoption Agreement or executes a board resolution specifying that it is a Participating Employer in the Plan. 2.39 "Plan" means the Plan set forth in this document, the Adoption Agreement, and amendments thereto. The name of the Plan shall be as stated in the Adoption Agreement. 2.40 "Plan Administrator" means the person, persons, or entity specified in Exhibit 6 of the Adoption Agreement. 2.41 "Plan Anniversary" shall mean the effective date, and subsequently, the first day of the second and each succeeding Plan Year. . 2.42 "Plan Year" means the period specified in Exhibit 1 of the Adoption Agreement. 2.43 "Reemployment Date" means the date on which an Employee first performs an Hour of Service following a Break in Service. - 6 - . . . ARTICllE n - IDlEfl~ITIONS (Continued) 2,44 "Required Beginning Date" means the later of the first day of April of the calendar year following the calendar year in which the Participant attains age 70 1/2 or the calendar year in which the Participant retires. 2.45 "Rollover Contribution" means a rollover contribution defined in Section 402(a)(5), 403(a)(4), or 408(d)(3) of the Code. 2.46 [Reserved] 2.47 "Section 3401 Wages" means wages as defined in Section 3401 (a) for the purpose of income tax withholding at the source but determined without regard to any rules which limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401 (a)(2)). 2.48 [Reserved] 2.49 [Reserved] 2.50 "Spouse (Surviving Spouse)" means an individual who is married (or was married at the date of the Participant's death) to a Participant, provided that a former spouse will be treated as the Spouse or Surviving Spouse to the extent provided under a Qualified Domestic Relations Order as described in Section 414(p) of the Code. 2.51 "Trust" means the Trust set forth in this document, the Adoption Agreement, and amendments thereto. The Trust name shall be the Plan Name, as stated in the Adoption Agreement, plus the word "Trust." 2.52 "Trustee(s)" means the individual(s) or entity executing the Adoption Agreement as such, 2,53 "Trust Fund" means all assets of the Trust. 2.54 "Valuation Date" means the date(s) specified in Exhibit 1, 2.55 "Vesting Computation Period" means the period specified in Exhibit 5 of the Adoption Agreement, If the Vesting Computation Period is changed, the two overlapping 12 month periods beginning with the first day of the last old period and ending with the last day of the first new period shall each be considered a Vesting Computation Period for purposes of computing vesting under the Plan. - 7 - . . . ARTICLE II - DlEfli\HTIONS (Continued) 2,56 "Vesting Service" means the number of Vesting Computation Periods during which an Employee completes the number of Hours Of Service specified in Exhibit 5, excluding any Vesting Service specified in Exhibit 5 of the Adoption Agreement. One year of Vesting Service shall be credited for each such Vesting Computation Period. Vesting Service shall include service with a Participating Employer, Affiliated Employer, and with a predecessor employer providing the Participating Employer maintains the plan of such predecessor. A Participant who leaves the employ of a Participating Employer to enter the military service, or who is on an approved leave of absence shall not be considered to have terminated employment and shall continue to accrue Vesting Service during such periods. If a Participant fails to return or to resume employment with the Participating Employer following completion of such periods, he shall be deemed to have terminated employment as of the date the absence commenced. - 8 - . 3.1 . . ART~CllE m - DIEFIi\!~TIOi\!S - ElAPSIED TIME ELAPSED TIME: If "months from employment date" is specified in Exhibit 2, or Elapsed Time is elected for Vesting Service in Exhibit 5, the Plan Administrator shall determine an Employee's eligibility service under the Plan under the elapsed time method. In such case the following shall apply: For purposes of determining an Employee's initial or continued eligibility to participate in the Plan, or the non-forfeitable interest in the Participant's account derived from Employer contributions, an Employee will receive credit for the aggregate of all periods of eligibility service commencing with the Employee's Employment Date or Re-employment Date and ending on the date a Break In Service begins. For the purpose of this Section, Employment Date or Re-employment Date shall mean the first day the Employer performs an Hour Of Service, as defined in this Section. An Employee will also receive credit for any Period of Severance of less than 1 2 months. Fractional periods of a year will be expressed in terms of days. A Period Of Severance is a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the 12 month anniversary of the date on which the Employee was otherwise first absent from service. A Break In Service is a Period Of Severance of at least 12 consecutive months. For purposes of determining an Employee's initial or continued eligibility to participate in the Plan, an Employee will receive credit for the aggregate of all time period(s) commencing with the Employee's first day of employment or reemployment and ending on the date a Break In Service begins. The first day of employment or re- employment is the first day the Employee performs an Hour Of Service. An Employee will also receive credit for any period of severance of less than 1 2 consecutive months. Fractional periods of a year will be expressed in terms of days. For purposes of this Section, Hour Of Service shall mean each hour for which an Employee is paid or entitled to payment for the performance of duties for the Employer. In the case of an Employee who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break In Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement, - 9 - o o ~ v ART~CllE m - DlEf~i\!IT~Oi\!S - IELAPSED T~ME (Continued) 3.1 ELAPSED TIME: (Continued) If the Employer is a member of an affiliated service group (under Section 414(m), a controlled group of corporations (under Section 414(b), a group of trades or businesses under common control (under Section 414(c)) or any other entity required to be aggregated with the Employer pursuant to Section 414(0) and the regulations thereunder, service will be credited for any employment for any period of time for any other member of such group. Service will also be credited for any individual required under Section 414(n) or Section 414(0) and the regulations thereunder to be considered an Employee of any Employer aggregated under Section 414(b), (c), or (m). - 10 - ART!CILIE ~V - PARTIC~PA T~ON . 4.1 ELIGIBILITY: Each Eligible Employee shall become a Participant on the Effective Date or, if later, on the entry date specified in Exhibit 1 of the Adoption Agreement providing he first meets the eligibility requirements specified in Exhibit 2 of the Adoption Agreement. Following a termination of employment, a former participant, or an Eligible Employee who has fulfilled the Plan's eligibility requirements but is no longer employed by the Participating Employer on his entry date shall be permitted to reenter the Plan on his Reemployment Date. In the event a Participant becomes ineligible to participate because he is no longer a member of an eligible class of Employees specified in Exhibit 2 of the Adoption Agreement, but has not incurred a one-year Break In Service, such Employee shall participate immediately upon his return to an eligible class of Employees. If such Employee incurs a one year Break In Service, his eligibility to participate shall be determined pursuant to the preceding paragraph. In the event an Employee who is not a member of an eligible class of Employees specified in Exhibit 2 of the Adoption Agreement becomes a member of an eligible class, such Employee shall become a Participant immediately if such Employee has satisfied the eligibility requirements specified in Exhibit 2, . 4.2 WAIVER: An Employee of any Participating Employer who adopts a Plan in which Mandatory Contributions are picked-up pursuant to Code Section 414(h) by the Participating Employer shall not waive participation in the Plan. For any Plan Year, any Participant who is not a Participant in a "pick-up" plan described in the previous sentence may, in writing, and prior to the date any contribution is made on his behalf, waive all of such contribution, including any forfeiture attributable to such contribution, providing such Participant does not receive any amounts waived in cash. 4.3 BINDING FORCE: A Participant shall be conclusively deemed to have assented to the Plan, to any subsequent amendments, to the terms of the Annuity Contracts or Insurance Policies on his life, and shall be bound thereby with the same force and effect as if he had formally executed this Plan. 4,4 TRANSFER FROM AN AFFILIATED EMPLOYER: If an Eligible Employee is transferred from an Affiliated Employer to a Participating Employer, he shall participate immediately if he meets the eligibility requirements specified in Exhibit 2 of the Adoption Agreement. 4.5 TRANSFER TO AN AFFILIATED EMPLOYER: If a Participant transfers to an Affiliated Employer, he shall not be entitled to any distribution from this Plan pending his subsequent death or severance of employment. . - 11 - o o CD ARTICLE V - ACCOUNTS 5.1 PARTICIPANTS' ACCOUNTS: The Plan Administrator shall maintain an Account for each Participant showing the current dollar value of his interest in the Plan. Subaccounts to be known as employer, employee, mandatory, and rollover shall be kept, showing (a) the contributions in each category (b) the earnings, losses and expenses, and (c) distributions from each subaccount, Other subaccounts may be established as determined by the Plan Administrator, If a Participant has five consecutive one-year Breaks In Service, the Plan Administrator shall maintain pre-break and post-break subaccounts. 5.2 VALUATION OF ACCOUNTS: On each Valuation Date, the Plan Administrator shall determine the net increase or decrease in the fair market value of the Trust Fund, excluding Insurance Policies, individual annuity contracts, or allocated group annuity contracts, and shall equitably allocate the result thereof to each Participant's Account, Such determination shall include realized and unrealized gains and losses, investment income and losses, and applicable expenses. To the extent a Participant fails to direct his Account, earnings and losses of the Trust shall be allocated to each Participant's Account in the ratio that such Account bears to all participants' accounts. Subject to Section 9.3 and 11.14, such realized and unrealized gains and losses shall be allocated on a fair and equitable basis under a method specified by the Plan Administrator. A Participant's interest in an individual annuity contract or allocated group annuity contract shall be determined at the annuity contract value and changes in such value shall be allocated to the Account of such Participant. Such deter- mination, other than on the first Valuation Date, shall not include contribution or forfeiture allocations. - 12 - ARTICLE VI - CONTRIBlIlTIO~S . 6.1 EMPLOYER CONTRIBUTION: For each Plan Year, the Participating Employer shall contribute the amount specified in Exhibit 3 of the Adoption Agreement. If a Profit-Sharing Plan is adopted, the Participating Employer's contribution shall be made from Net Profits unless otherwise elected in Exhibit 1 of the Adoption Agreement. If for any Plan Year prior to the first Plan Year beginning in 1987, the Participating Employer contribu- tion is less than 1 5 % of the compensation for all Participants, the Participating Employer may, subject to Article VII, for any succeeding Plan Year, make an additional contribution to make up the difference. A Participating Employer shall have no right, title, or interest in contributions made to the Plan and no part of such contributions or income derived therefrom shall revert to the Participating Employer except as provided in Section 6.2, 6.2 RETURN OF EMPLOYER CONTRIBUTIONS: Notwithstanding any other provision of this Plan, contributions made by a Participating Employer may be returned to such Participating Employer if the contribution was made by reason of a mistake of fact. Such contribution must be returned within one year of the contribution. . In the event that the Commissioner of Internal Revenue determines that this Plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Participating Employer must be returned to the Participating Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Participating Employer's return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe. Any future contributions conditioned upon the qualification of an ongoing plan may be returned to the Participating Employer which are made within one year of the date the qualification of the Plan was denied. The Participating Employer shall state by written request to the Trustee the amount of contribution to be returned and the reason for such return. The amount returned will not include any net earnings attributable to the contribution and will be reduced by any net losses and expenses attributable to the contribution. The Trustee will return the specified amount to the Participating Employer promptly upon receipt of the written request. 6,3 MANDATORY EMPLOYEE CONTRIBUTIONS: The Employer may elect in Exhibit 3 of the Adoption Agreement that all Eligible Employees must contribute Mandatory Employee Contributions to the Plan as a condition of employment with the Employer. The Participating Employer shall collect such contributions and remit them to the Trustee, . Mandatory Employee Contributions shall be 100% Vested when made and shall be distributed as provided by Article XI. - 13 - o o 0'.. . . ARTICllE VI - CONTRIBUTIONS (Continued) 6.4 EMPLOYEE CONTRIBUTIONS: If this Plan is amended to permit Employee Contribu- tions, such contributions shall solely be required to meet the requirements specified in Section 6.6, The Participating Employer shall collect such contributions and remit them to the Trustee, Any election, change, or revocation of Employee Contributions shall be made on a form satisfactory to the Plan Administrator and shall be filed with the Plan Administrator within the time period specified by the Plan Administrator prior to its effect. 6.5 ROLLOVER CONTRIBUTION: Subject to the approval of the Plan Administrator and upon completion of such forms as the Plan Administrator may require, a Participant may make a Rollover Contribution to this Plan. 6.6 "Reserved" 6.7 TIME AND METHOD OF PAYMENT OF CONTRIBUTIONS: Participating Employer contributions for any Plan Year shall be paid to the Trustee in one or more installments not later than the time prescribed by law. Any contribution which will be invested in an Insurance Policy, Annuity Contract, or Mutual Fund Shares, may be paid by the Participating Employer directly to the company offering such investment. In this event such contribution shall be deemed to be received by the Trustee as of the date of receipt by such company. 6.8 DUTY OF TRUSTEE AND PLAN ADMINISTRATOR: The Trustee and the Plan Administrator shall neither be liable nor responsible for collecting any contribution and the Trustee shall have only the responsibility of investing amounts received in accordance with Article XIII. 6.9 DEDUCTIBLE VOLUNTARY CONTRIBUTIONS: This Plan will not accept deductible Employee Contributions. 6.10 ADDITIONAL REQUIREMENTS: The Plan Administrator may specify additional requirements governing any contributions made to the Trust Fund, - 14 - o o o ARTICllE VII - AllOCA TIOi\!S 7,1 ALLOCATION OF PARTICIPATING EMPLOYER CONTRIBUTIONS AND FORFEITURES: If a Money Purchase Plan or Profit-Sharing Plan is adopted, the Plan Administrator, as of the Allocation Date, shall allocate to the Account of each Participant eligible for an allocation, the amount paid to the Trust on his behalf by his Participating Employer. Such amount shall be determined by reference to Exhibit 3, Forfeitures from a Profit-Sharing Plan or Money Purchase Plan shall either be used to reduce the amount of the next required Participating Employer's contribution and allocated on the Allocation Date along with the contribution paid, or allocated on the Allocation Date in addition to any contribution paid, as specified by Exhibit 3 of the Adoption Agreement. 7.2 ELIGIBILITY FOR ALLOCATION: Each Participant who meets the requirements of Exhibit 3 shall share in any Employer contribution and forfeitures (if permitted by Exhibit 3) for such Plan Year. Unless otherwise stated in Exhibit 3 of the Adoption Agreement, a Participant who is governed by a Standardized Adoption Agreement must complete more than 500 Hours of Service (1,000 hours prior to the first Plan beginning on or after January 1,1990) in any applicable Plan Year in order to share in an allocation for that year, Unless otherwise stated in Exhibit 3 of the Adoption Agreement, a Participant who is governed by a Non-Standardized Adoption Agreement must complete 1 ,000 Hours of Service in any applicable Plan Year in order to share in an allocation for that year. Unless otherwise specified in Exhibit 3, the Participant must be employed on the last day of the Plan Year in order to receive an allocation. 7 .3 ALLOCATION OF OTHER CONTRIBUTIONS: Any Employee Contributions and Rollover Contributions shall be allocated on the date received directly to the subaccount of the Participant on whose behalf such contribution was made. Any Mandatory Employee Contributions shall be allocated to the Participant's mandatory subaccount for the period specified by the Plan Administrator. - 15 - - ~ . . ARl"IClLlE vm - ILIMIT A TIONS ON AllLOCA TIONS 8.1 LIMITATIONS ON PARTICIPATING EMPLOYERS THAT DO NOT MAINTAIN ANY OTHER QUALIFIED PLAN: (a) If the Participant does not participate in, and has never participated in another qualified plan or a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(1)(2) of the Code, maintained by the Employer which provides an Annual Addition as defined in Section 8.5, the amount of the Annual Addition which may be credited to the Participant's Account for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to the Participant's Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permis- sible Amount, the amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount. (b) Prior to determining the Participant's actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant's Compensation or forfeitures for the Limitation Year, uniformly determined for all Participants similarly situated. (c) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensation for the Limitation Year. (d) If there is an Excess Amount due to paragraph (b) above or as a result of the allocation of forfeitures, the excess will be disposed of as follows: (1 ) Any Employee Contributions, to the extent they would reduce the Excess Amount, will be returned to the Participant; (2) If after the application of (1) above an Excess Amount still exists, and the Participant is covered by the Plan at the end of a Limitation Year, the Excess Amount in the Participant's Account will be used to reduce Employer contributions (including any allocation of forfeitures) for such Participant in the next Limitation Year, and each succeeding Limitation Year, if necessary; (3) If after the application of (2) above an Excess Amount still exists, and the Participant is not covered by the Plan at the end of a Limitation Year, the Excess Amount will be held unallocated in a suspense account. The suspense account will be applied to reduce future Employer contributions (including allocation of any forfeitures) for all remaining Participants in the next Limitation Year, and each succeeding Limitation Year if necessary; - 16 - .'" . , ARTICLE vm - LIMITATIONS Oi\J AllOCA TIOi\!S (Continued) 8.1 LIMITATIONS ON PARTICIPATING EMPLOYERS THAT DO NOT MAINTAIN ANY OTHER QUALIFIED PLAN: (Continued) (e) If a suspense account is in existence at any time during a Limitation Year pursuant to this Section, it will not participate in the allocation of the Trust's investment gains and losses. If a suspense account is in existence at any time during a particular Limitation Year, all amounts in the suspense account must be allocated and reallocated to Participants' subaccounts before any Employer Contributions or any Employee Contributions may be made to the Plan for that Limitation Year. Excess amounts may not be distributed to Participants, 8.2 LIMITATIONS ON EMPLOYERS THAT MAINTAIN MORE THAN ONE QUALIFIED PLAN ALL OF WHICH ARE QUALIFIED DEFINED CONTRIBUTION PLANS: . (a) This Section applies if, in addition to this Plan, the Participant is covered under another qualified Master or Prototype defined contribution plan or a welfare fund, as defined in Section 419(e) of the Code, maintained by the Employer, or an individual medical account, as defined in Section 415(1)(2) of the Code, maintained by the Employer, which provides an Annual Addition as defined in Section 8.5, during any Limitation Year. The Annual Additions which may be credited to a Participant's Account under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a participant's account under the other plans and welfare benefit funds for the same Limitation Year. If the Annual Additions with respect to the Participant under other defined contri- bution plans maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant's Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other defined contribution plans and welfare benefit funds in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant's Account under this Plan for the Limitation Year. (b) Prior to determining the Participant's actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant in the manner described in Section 8.1 (b). . (c) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensation for the Limitation Year. - 17 - . ARTICLE vm - UMIT A TIONS ON AllOCATIONS (Continued) 8.2 LIMITATIONS ON EMPLOYERS THAT MAINTAIN MORE THAN ONE QUALIFIED PLAN ALL OF WHICH ARE QUALIFIED DEFINED CONTRIBUTION PLANS: (Continued) (d) If, pursuant to Section 8.2(c) or as a result of the allocation of forfeitures, a Participant's Annual Additions under this Plan and such other plans would result in an Excess Amount for a Limitation Year, the Excess Amount will be deemed to consist of the Annual Additions last allocated except that Annual Additions attributable to a welfare benefit fund or an individual medical account will be deemed to have been allocated first regardless of the actual allocation date. (e) If an Excess Amount was allocated to a Participant on the last day of the Plan Year of this Plan which coincides with the last day of the Plan Year of another plan, the Excess Amount attributed to this Plan will be the product of, (1) the total Excess Amount allocated as of such date, times . (2) the ratio of (a) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (b) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other qualified Master or Prototype defined contribution plans. (f) Any Excess Amounts attributed to this Plan shall be disposed of in the manner described in Section 8.1 (d), 8.3 LIMITATIONS ON PARTICIPATING EMPLOYERS THAT MAINTAIN QUALIFIED DEFINED CONTRIBUTION PLANS OTHER THAN A MASTER OR PROTOTYPE PLAN: If the Participant is covered under another qualified defined contribution plan maintained by the Employer which is not a Master or Prototype plan, Annual Additions which may be credited to the Participant's Account under this Plan for any Limitation Year will be limited as specified in Exhibit 7 of the Adoption Agreement. 8.4 LIMITATIONS ON PARTICIPATING EMPLOYERS THAT MAINTAIN A QUALIFIED DEFINED BENEFIT PLAN: If the Employer maintains, or at any time maintained, a qualified defined benefit plan covering any Participant in this Plan, the sum of the Participant's Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will not exceed 1,0 in any Limitation Year. The Annual Additions which may be credited to the Participant's Account under this Plan for any Limitation Year will be limited in accordance with Exhibit 7 of the Adoption Agreement. 8,5 SPECIAL DEFINITIONS: . (a) Annual Additions: The sum of the following amounts credited to a Participant's Account for the Limitation Year: (1 ) Employer contributions; - 18 - . ART~CllE VIII - UM~T A TiO~S Oi\l AllOCA TIOi\lS (Continued) 8.5 SPECIAL DEFINITIONS: (Continued) (2) forfeitures; and (3) the lesser of (i) one-half of the Employee Contributions or (ii) the Employee Contributions in excess of 6% of the Participant's Compensation for the Limitation Year. Effective the first Plan Year beginning in 1987, all Employee Contributions shall be considered. However, the Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as Annual Additions. Amounts allocated after March 31, 1984 to an individual medical account, as defined in Section 415(1)(1) of the Coce, which is part of a pension or annuity plan maintained by the Employer, are treated as Annual Additions to a defined contribution plan, Also, amounts derived from contributions paid or accrued in taxable years ending after December 31, 1985, which are attributable to post-retirement medical benefits allocated to the separate account of a Key Employee, as defined in Section 419A(d)(3), under a welfare benefit fund, as defined in Section 419(e), maintained by the Employer, are treated as Annual Additions to a defined contribution plan. . For this purpose, any Excess Amount applied under Section 8.1 (d) or 8.2(f) in the Limitation Year to reduce Employer contributions will be considered Annual Additions for such Limitation Year. (b) Compensation: For the purposes of this Article and where separately referenced as W-2 Earnings, Compensation shall mean wages within the meaning of Section 3401 (a) of the Code and all other payments of compensation to an employee by his employer (in the course of the employer's trade or business) for which the employer is required to furnish the employee a written statement under Sections 6041 (d) and 6051 (a)(3) of the Code. This definition of compensation may be modified to exclude amounts paid or reimbursed by the employer for moving expenses incurred by an employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are deductible by the employee under Section 217 of the Code. Compensation must be determined without regard to any rules under Section 3401 (a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401 (a)(2) of the Code). . For limitation years beginning after December 31, 1991, for purposes of applying the Limitations of this Article, Compensation for a Limitation Year is the Compensation actually paid or includible in gross income during such year. - 19 - ARTICLE vm - LIMIT A TIOi\!S ON ALlOCA TIOi\!S (Continued) ID 8.5 SPECIAL DEFINITIONS: (Continued) (c) Defined Benefit Fraction: A fraction, the numerator of which is the sum of the Participant's Projected Annual Benefits under all the defined benefit plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of , 25% of the dollar limitation determined for the Limitation Year under Sections 4' 5(b) and (d) of the Code or , 40% of the Highest Average Compensation, including any adjustments under Section 415(b) of the Code. Notwithstanding the above if the Participant was a participant as of the first day of the first Limitation Year beginning after December 3', , 986, in one or more defined benefit plans maintained by the Employer which were in existence on May 6, , 986, the denominator of this fraction will not be less than' 25% of the sum of the annual benefits under such plans which the Participant had accrued as of the close of the last Limitation Year beginning before January', , 987, disregarding any changes in the terms and conditions of the Plan after May 5, , 986, The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Code Section 4'5 for all Limitation Years beginning before January " , 987. tD (d) Defined Contribution Fraction: A fraction, the numerator of which is the sum of the Annual Additions to the Participant's Account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years, (including the Annual Additions attributable to the Participant's non-deductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Addition attributable to all welfare benefit funds, as defined in Section 4' 9(e) of the Code, and individual medical accounts, as defined in Section 415(1)(2) of the Code, maintained by the Employer), and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of , 25% of the dollar limitation in effect under Code Section 4' 5(c)(' )(A) or 35% of the Participant's Compensation for such year. tv If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 3', , 986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, , 986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed '.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (') the excess of the sum of the fraction over '.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January " , 987, and disregarding any changes in the terms and - 20 - . . . ART~CllE vm - LIMIT A TIOi\llS ON AILLOCA TIOi\JS (Continued) 8.5 SPECIAL DEFINITIONS: (Continued) (d) Defined Contribution Fraction: (Continued) conditions of the plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any limitation year beginning before January 1, 1987, shall not be recomputed to treat all Employee Contributions as Annual Additions. (e) Employer: For purposes of this Article, Employer shall mean the Employer that adopts this Plan, and all members of a controlled group of corporations (as defined in Section 414(b) of the Code as modified by Section 415(h), all commonly controlled trades or businesses (as defined in Section 414(c) as modified by Section 415(h)) or affiliated service groups (as defined in Section 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(0) of the Code. (f) Excess Amount: The excess of the Participant's Annual Additions for the Limitation Year over the Maximum Permissible Amount. (g) Highest Average Compensation: The Average Compensation for the three consecutive years of service with the Participating Employer that produces the highest average. A year of service with the Participating Employer is the 12- consecutive month period defined in the Employer's defined benefit plan. (h) Limitation Year: A Limitation Year shall be the period selected in Exhibit 1. If the Employer has more than one qualified plan, this Plan or the other plan shall be amended so that all qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is amended to a different twelve-consecutive- month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made. (i) Master or Prototype Plan: A plan the form of which is the subject of a favorable opinion letter from the Internal Revenue Service. (j) Maximum Permissible Amount: The maximum Annual Addition that may be contributed or allocated to a Participant's Account under the Plan for any Limitation Year shall not exceed the lesser of: (i) the defined contribution dollar limitation, or (ii) 25% of the Participant's Compensation for the Limitation Year. - 21 - o o o AR1IClE vm - UMil A lIONS ON AllOCA liONS (Continued) 8,5 SPECIAL DEFINITIONS: (Continued) (j) Maximum Permissible Amount: (Continued) The compensation limitation referred to in (ii) shall not apply to any contribution for medical benefits (within the meaning of Section 401 (h) or Section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition under Section 41 5(1)( 1) or 419A(d)(2) of the Code. The defined contribution dollar limitation is the lesser of $30,000 (or if greater, one-fourth of the limitation in Section 415(b)(1) of the Code). If a short Limitation Year is created because of an amendment changing the Limitation Year to a different twelve-consecutive-month period, the Maximum Permissible Amount will not exceed the defined contribution dollar limitation multiplied by the following fraction: number of months in the short Limitation Year 12 (k) Projected Annual Benefit: The annual retirement benefit (adjusted to an actuarially equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan assuming: (1) the Participant will continue employment until Normal Retirement Age under the Plan (or current age, if later), and (2) the Participant's Compensation for the current Limitation Year and all other relevant factors used to determine benefits under the Plan will remain constant for all future Limitation Years. - 22 - ART~CllE IX - ~NVIESTMIENTS . 9.1 INVESTMENT AUTHORITY: The Plan Administrator shall select suitable investments in which Participant Accounts may be invested. Investments shall be limited to those permitted by the law of the State of the entity establishing the Plan. Unless Nationwide permits in writing to the contrary, a portion of the assets of the Employer's Trust is required to be invested in Contracts, Mutual Funds or other investment products of Nationwide Life Insurance Company, its affiliates, or subsidiaries. All Plan assets not subject to investment direction by the Employer, Participant, or Investment Manager shall be invested by the Trustee in accordance with Article XIII. 9.2 EMPLOYER DIRECTED INVESTMENTS: If the Employer so elects in Exhibit 4 of the Adoption Agreement, it shall direct the Trustee in all investments of the Trust, In this event, the Trustee shall not be liable for the directions or omissions of the Employer nor shall the Trustee be under an obligation to invest or otherwise manage any Plan assets that are subject to the direction of the Employer. Nothing in this Section shall relieve the Trustee of any liability under the Trust for any act or omission of the Trustee. . 9.3 PARTICIPANT DIRECTED INVESTMENTS: If the Employer so elects in Exhibit 4 of the Adoption Agreement, each Participant shall direct, in writing, the investment of his Accrued Benefit, However, a Participant shall not be permitted to direct his Accrued Benefit if the Participant has received the entire vested portion of his Accrued Benefit. The Plan Administrator may elect, on a non-discriminatory basis and for all Participants in the Plan, to prohibit the Participant from directing his Account upon termination of employment or retirement. If the Participant fails to direct in writing his investments, the Trustee shall invest the Participant's Accrued Benefit. If Participant directed investments are permitted, the valuation procedures specified in Section 5.2 shall not apply. The Plan Administrator shall identify those assets being held in each Participant's Account and shall value them at their market value in determining the value of his Accrued Benefit, except that investments in Annuity Contracts shall be valued at the annuity contract value, The Plan Administrator shall not permit a Participant to direct that his Accrued Benefit, or any portion thereof, be invested in collectibles, unless such collectibles are specified in Code Section 408(m)(3). The Employer, Plan Administrator, and Trustee shall be under no duty to question any investment direction of a Participant, or to review any directed investments, or to make suggestions to the Participant, nor shall they be held responsible in any manner for investment loss or depreciation in asset value of any directed investment. .... i.! ;" - 23 - o o o AIRT~CllE ~X - ~NVIESTMlENTS (Coll1ltinued) 9.4 INVESTMENT MANAGER: The Employer may appoint an Investment Manager in Exhibit 4 of the Adoption Agreement to assume certain powers and responsibilities in the investment and management of Plan assets, The Investment Manager shall assume full liability for all duties and powers assigned to him and shall be subject to the fiduciary re- sponsibilities of the Plan, The Trustee shall not be liable for the acts or omissions of the Investment Manager nor shall the Trustee be under an obligation to invest or otherwise manage any assets of the Plan that are subject to the management of an Investment Manager. Nothing in this Section shall relieve the Trustee of any liability under the Trust for any act or omission of the Trustee. "Investment Manager" means any fiduciary (other than a Trustee or named fiduciary): (a) who has the power to manage, acquire, or dispose of any assets of a plan; (b) who is (i) registered as an investment adviser under the Investment Advisers Act of 1940; (ii) a bank, as defined in that Act; or (iii) an insurer qualified to perform services described in paragraph (a) under the laws of more than one state; and (c) who has acknowledged in writing that he is a fiduciary with respect to the Plan, - 24- ARTICllE )( - Ii\!SURA~CIE POLICIES . 10.1 PURCHASE OF INSURANCE POLICIES: With the approval of the Plan Administrator, a Participant may direct the Trustee to apply a portion of each contribution to the purchase of an Insurance Policy, The fact that any Insurance Policy is issued on the life of a Participant shall not vest any right, title, or interest in such Policy in the Participant except at the time and on the terms and conditions set forth in the Plan. All Insurance Policies shall be issued and all premiums shall be payable as of the Common Due Date. The Plan Administrator may direct the Trustee to invest a portion of the Trust Fund in an Insurance Policy on the life of any Employee of a Participating Employer, in which case, the investment shall be deemed to be for the benefit of the Trust Fund as a whole. Each Insurance Policy shall be issued by an Insurer selected by the Plan Administrator. The Trustee shall be the applicant, owner, and beneficiary of each Insurance Policy. As applicant, the Trustee shall execute any and all applications and other documents required by the Insurer in connection with the issuance of any Insurance Policy. The Participating Employer, Plan Administrator, and the Trustee shall not be liable for any loss suffered by a Participant or a Beneficiary due to the Participant's failure to supply any information or perform any other act required by the Insurer in connection with issuance or maintenance of an Insurance Policy. .:: .... However, the Trustee shall be required to pay over all proceeds of any Insurance Policies to the Participant's designated beneficiary in accordance with the distribution provisions of this Plan. A Participant's Spouse will be the designated beneficiary of the proceeds in all circumstances unless the Participant has designated another beneficiary. Under no circumstances shall the Trust retain any part of the proceeds. Insurance Policies may be held in the possession of the Trustee, Insurer, or Participating Employer. 1 0.2 LIMITATIONS ON INSURANCE POLICIES: All Insurance Policy premiums shall be payable from Participating Employer contributions, except as provided below. If ordinary life insurance is purchased, aggregate premiums must be less than 50% of the aggregate Participating Employer contributions and forfeitures allocated to the Participant. If term or universal life insurance is purchased, aggregate premiums may not exceed 25% of aggregate Participating Employer contributions and forfeitures allocated to the Participant. If both ordinary and term or universal life insurance are purchased, aggregate premiums for the term insurance plus one-half the aggregate premiums for the ordinary insurance may not exceed 25% of the aggregate Participating Employer contributions and forfeitures allocated to the Participant. If retirement income or endowment policies are purchased on behalf of a Participant, the death benefit under the policy shall not be greater than 100 times the anticipated monthly annuity provided under the policy. Ordinary life insurance is a policy that provides both non-decreasing death benefits and non-increasing premiums. . If the premium payable is more than the amount of Participating Employer contribution available for payment, the Trustee shall, unless the Participant elects otherwise, convert - 25 - o o o ARTICLE )( - INSURANCE POLICIES (ContinUJed) 1 0.2 LIMITATIONS ON INSURANCE POLICIES: (Continued) other assets held on the Participant's behalf into cash in the amount of the insufficiency, to the extent that the limitations of this section are not exceeded, and pay such amount to the Insurer, If a Profit-Sharing Plan or Money Purchase Plan is adopted, Insurance Policy dividends and credits will be applied to reduce the next premium due before any Participating Employer contributions are so applied, 10.3 DISPOSITION OF INSURANCE POLICIES: Upon the retirement, disability or other termination of employment of a Participant, the Participant shall instruct the Trustee as to the disposition of the Insurance Policies on his life, including the surrender, conversion, or transfer of ownership of such policies to the Participant, or placing them on a paid-up basis. The Trustee shall dispose of the policies in accordance with these instructions and shall, in any event, prior to commencement of benefits under the Plan, convert Insurance Policies to cash or an annuity contract or distribute such policies to the Participant. 10.4 MINIMUM PURCHASE: If the amount available for the purchase of an Insurance Policy is insufficient to provide the minimum purchase amount as specified by the Insurer, no Insurance Policy shall be purchased until the Common Due Date on which the amount available is sufficient. 10.5 VALIDITY OF INSURANCE POLICY: Neither the Employer, the Plan Administrator, nor the Trustee shall be responsible for the validity of any Insurance Policy, nor for the failure on the part of the Insurer to make payments provided by such Policies, nor for the action of any person which may render an Insurance Policy null or void or unenforceable in whole or in part. 10.6 SUBORDINATION OF INSURANCE POLICY OR ANNUITY CONTRACT: In the event of any conflict between the terms of the Plan and the provisions of any Insurance Policy or Annuity Contract, the terms of the Plan will control. - 26 - ARTICLE XI - BENIEFITS AND DISTRIBUTIONS ~ 11.1 VESTING: Each Participant shall at all times be 100% Vested in his mandatory, employee and rollover subaccounts. Each Participant who is employed by a Participating Employer shall be 100% vested in his Employer subaccount in the event of his Disability or death. The Participant's vested interest in his Employer subaccount at any other time, subject to Article XII, shall be determined by the Vesting Schedule elected in Exhibit 5 of the Adoption Agreement, Each Participant shall be 100% vested in his Insurance Policy if (1) his premiums originated from Employee Contributions, (2) the Participant was 100% Vested in such policy prior to contribution to the Plan, or (3) the Participant was 100% Vested in such policy prior to adoption or restatement of this Plan, Otherwise, the Participant's vested interest in his Insurance Policy shall be dE;cermined according to the preceding paragraph, ~ .v 11.2 FORFEITURES: The Employer shall elect in Exhibit 3 of the Adoption Agreement when to forfeit the nonvested portion of a terminated Participant's Accrued Benefit. If the Participant's nonvested interest, pursuant to this Plan, is forfeited immediately, and the Participant elects to have distributed less than the entire vested portion of the Account derived from Employer contributions, the part of the nonvested portion that will be treated as a forfeiture is the total nonvested portion multiplied by a fraction, the numerator of which is the amount of the distribution attributable to Employer contributions and the denominator of which is the total value of the vested Employer derived Account. No forfeiture shall occur solely as a result of a Participant's withdrawal of his Mandatory Employee Contributions. If a Participant terminates employment without a vested interest in his Accrued Benefit, the Participant shall be deemed to have received his interest in his Accrued Benefit upon separation of service, and a forfeiture of the Participant's Account shall occur at the time specified in Exhibit 3 of the Adoption Agreement. Forfeitures may be allocated to Participants' Accounts or applied to reduce the next Participating Employer contribution, as determined by Exhibit 3 of the Adoption Agreement. Notwithstanding anything in the Plan to the contrary, forfeitures shall not be allocated to any Eligible Employee who, pursuant to Section 4.2, waived participation in the Plan. If, at termination of the Plan, forfeitures remain unallocated or unapplied, such forfeitures from a Money Purchase Plan or Profit-Sharing Plan shall be allocated to each Participant's Account in accordance with the allocation formula specified in Exhibit 3 of the Adoption Agreement. 11.3 NORMAL RETIREMENT BENEFIT: Each Participant who retires at his Normal Re- tirement Age shall be entitled to his Accrued Benefit on his Normal Retirement Date. ..,. I' J 11.4 EARLY RETIREMENT BENEFIT: If the Employer has elected in Exhibit 5 of the Adoption Agreement to permit early retirement, a Participant who terminates employment after meeting the early retirement requirements specified in Exhibit 5 shall be entitled to his vested Accrued Benefit on his Early Retirement Date, - 27 - ..;11 ~ ARTICILIE XI - BIENlEflTS A~D DISTRIBUT~Oi\lS (Continued) 11.5 DEFERRED RETIREMENT BENEFIT: If a Participant shall continue in active employment following his Normal Retirement Age, payment of his benefits shall be postponed until his actual retirement, 11.6 DISABILITY BENEFIT: Notwithstanding any other provision of this Plan, a Participant whose employment is terminated prior to his Normal Retirement Age as a result of Disability shall be immediately entitled to his Accrued Benefit. 11. 7 DEATH BENEFIT: Notwithstanding any other provision of this Plan, if a Participant dies before his Annuity Starting Date, the Participant's Beneficiary shall be entitled to a death benefit equal to the Participant's Accrued Benefit, Such Accrued Benefit shall not include the value of any security interest in the Participant's Account held by the Plan by reason of any loan under Section 11.14. The Participant's entire interest may be distributed as soon as administratively practical, but in any event no later than the December 31 of the calendar year in which the fifth anniversary of the Participant's death occurs unless the designated beneficiary or Spouse elects one of the following forms of distributions: ~ .v (a) If any portion of the Participant's interest is payable to a designated beneficiary, distributions may be made in substantially equal installments over the life or life expectancy of the designated beneficiary commencing no later than the December 31 of the calendar year after the Participant's death; or (b) If the designated beneficiary is the Participant's Surviving Spouse, the date distributions are required to begin shall not be earlier than the later of the December 31 of the calendar year in which the Participant would have attained age 70 1/2 or the December 31 of the calendar year immediately following the calendar year in which the Participant died. If the Spouse dies before payments begin, such spouse shall be treated as the Participant for the purpose of calculating future required distributions, If the Participant dies after distribution of his interest has begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Participant's death. If the Participant dies before distribution of his interest begins, distribution of the Participant's entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death except to the extent that an election is made to receive distributions in accordance with (a) or (b) above. . If the Participant has not made an election by the time of his or her death, the Participant's Designated Beneficiary must elect the method of distribution no later than the earlier of (a) December 31 of the calendar year in which distributions would be required to begin under this Section, or (2) December 31 of the calendar year which contains the fifth anniversary of the date of death of the Participant. If the Participant has no Designated Beneficiary, or if the Designated Beneficiary does not elect a method of distribution, distribution of the - 28 - ARTICllE Xi - BIENlEflTS AND DiSTRiBUTIONS (Continued) a u 11 . 7 DEATH BENEFIT: (Continued) Participant's entire interest must be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. For purposes of this Section, if the Surviving Spouse dies after the Participant but before payments to such Spouse begin, the provisions of this Section, with the exception of paragraph (b) above, shall be applied as if the Surviving Spouse were the Participant. For purposes of this Section, any amount paid to a child of the Participant will be treated as if it has been paid to the Surviving Spouse if the amount becomes payable to the Surviving Spouse when the child reaches the age of majority. For purposes of this Section, distribution of a Participant's interest is considered to begin on the Participant's Required Beginning Date (or the date distribution is required to begin to the Surviving Spouse pursuant to paragraph (b) above). If distribution in the form of an annuity irrevocably commences to the Participant before the Required Beginning Date, the date the distribution is considered to begin is the date distribution actually commences, ~ ~ "Life Expectancy" and "Designated Beneficiary" shall have the meaning as defined in Section 11.16. For purposes of the paragraphs above, payments will be calculated by use of the return multiples specified in Tables V and VI, of Section 1.72-9 of the regulations under the Code as of the date the distribution commences. Life expectancy of a Surviving Spouse may, at the Spouse's election, be recalculated annually. In the absence of an election, life expectancy of a Surviving Spouse may not be recalculated. In the case of any other designated beneficiary, life expectancy will not be recalculated. 11.8 OTHER TERMINA liON OF EMPLOYMENT BENEFIT: Each Participant whose service with the Participating Employer is terminated shall, if provided by Exhibit 5 of the Adoption Agreement, be entitled to his vested Accrued Benefit at the time period specified in Exhibit 5. 11.9 COMMENCEMENT OF BENEFITS: A Participant may elect to commence distribution of his benefit at any time on or after he meets the requirements for a distribution set forth in this Article. However, subject to the succeeding sentence, the Plan Administrator may elect to defer payment to a Participant until all contributions and allocations have been made on behalf of any Participant. tv Notwithstanding the other requirements of this Article, distribution on behalf of any Employee may be made in accordance with all of the following requirements (regardless of when such distribution commences): - 29 - ARTICLE XI - BlEi\!IlEflTS AND DISTRIBUlT~Oi\lS (Continued) . 11.9 COMMENCEMENT OF BENEFITS: (Continued) (a) The distribution by the trust is one which would not have disqualified such trust under Section 401 (a)(9) of the Internal Revenue Code as in effect prior to amendment by the Deficit Reduction Act of 1984; (b) The distribution is in accordance with a method of distribution designated by the Employee whose interest in the trust is being distributed or, if the Employee is deceased, by a beneficiary of such Employee; (c) Such designation was in writing, was signed by the Employee or the beneficiary, and was made before January 1, 1983; (d) The Employee had accrued a benefit under the Plan as of December 31, 1983; (e) The method of distribution designated by the Employee or the beneficiary specifies the time at which distributions will be made, and in the case of any distribution upon the Employee's death, the beneficiaries of the Employee listed in order of priority. . A distribution upon death will not be covered by this transitional rule unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Employee. For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Employee or the beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements of this Section. . If a designation is revoked after December 31, 1983, any subsequent distribution must satisfy the requirements of Section 401 (a)(9) of the Code and the proposed regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the trust must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Section 401 (a)(9) of the Code and the proposed regulations thereunder, but for the Section 242(b)(2) election. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements in Section 1.401 (a)(9)-2 of the proposed regulations. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or addition of another beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life). In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in O&J J-2 and O&A J-3 of such regulations shall apply. - 30- I) I) - . ART~CL.IE )(~ - BENlEflTS AND DlSTRIBUT~ONS (Continued) 11.10 FORM OF DISTRIBUTION: Participants shall elect among the forms of benefits specified in Section 11,17. 11.11 DISTRIBUTION REQUIREMENTS: (a) The requirements of this Section shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this Section apply to calendar years beginning after December 31, 1984. (b) All distributions required under this Section shall be determined and made in accordance with the proposed regulations under Section 401 (a)(9), including the minimum distribution incidental benefit requirement of Section 1.401 (a)(9)-2 of the proposed regulations. (c) The entire interest of a Participant must be distributed or begin to be distributed no later than the Participant's Required Beginning Date. (d) Limits on Distribution Periods. As of the first Distribution Calendar Year, distributions, if not made in a single-sum, may only be made over one of the following periods (or a combination thereof): (1 ) the life of the Participant, (2) the life of the Participant and a Designated Beneficiary, (3) a period certain not extending beyond the Life Expectancy of the Participant, or (4) a period certain not extending beyond the joint and last survivor expectancy of the Participant and a Designated Beneficiary. (e) If the Participant's interest is to be distributed in other than a single sum, the following minimum distribution rules shall apply on or after the Required Beginning Date: (1 ) Individual Account. (i) If a Participant's Benefit is to be distributed over (1) a period not extending beyond the Life Expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant's Designated Beneficiary or (2) a period not extending beyond the Life Expectancy of the Designated Beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the first Distribution Calendar Year must at least equal the quotient obtained by dividing the Participant's benefit by the Applicable Life Expectancy. - 31 - ARTICllE XI - BIENEflTS AND DiSTRIBUTIONS (Continued) o 11,11 DISTRIBUTION REQUIREMENTS: (Continued) (ii) For calendar years beginning before January 1, 1989, if the Participant's Spouse is not the Designated Beneficiary, the method of distribution selected must assure that at least 50% of the present value of the amount available for distribution is paid within the Life Expectancy of the Participant. (iii) For calendar years beginning after December 31, 1988, the amount to be distributed each year, beginning with distributions for the first Distribution Calendar Year shall not be less than the quotient obtained by dividing the Participant's benefit by the lesser of (1) the applicable Life Expectancy or (2) if the Participant's Spouse is not the Designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of Section 1.401 (a)(9)-2 of the proposed regulations. Distributions after the death of the Participant shall be distributed using the Applicable Life Expectancy in (i) above as the relevant divisor without regard to regulations Section 1,401 (a)(9)-2. o (iv) The minimum distribution required for the Participant's first Distribution Calendar Year must be made on or before the Participant's Required Beginning Date, The minimum distribution for other calendar years, including the minimum distribution for the Distribution Calendar Year in which the Employee's Required Beginning Date occurs, must be made on or before December 31 of that Distribution Calendar Year. (2) Other Forms. (i) If the Participant's Benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401 (a)(9) of the Code and the proposed regulations thereunder. (f) Life Expectancy, Designated Beneficiary, Participant's Benefit, Distribution Calendar Year, and Applicable Life Expectancy shall have the meanings as defined in Section 11.16. 11.12 METHOD OF DISTRIBUTION: For any distribution under this Article, the Participant or Beneficiary may, providing such methods of distribution are offered under the Plan, elect payment in (a) cash, (b) Mutual Fund Shares, (c) Annuity Contracts, (d) an annuity under a group annuity contract, or (e) Insurance Policies. o 11.13 WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS: A Participant may, upon written notice to the Plan Administrator, withdraw from the Plan, in cash, all or a portion of the value of his Employee Contribution subaccount, - 32 - ARTICllE XI - BIENEIFITS A~lO mSTIRIBUTIOi\lS (Continued) . 11.14 LOANS TO PARTICIPANTS: If the Employer so elects in Exhibit 5, the Trustee may make a loan to any Participant or Beneficiary. Each loan shall be made upon the written application of the Participant on a form acceptable to the Plan Administrator and shall be subject to the approval of the Plan Administrator. Loans shall: (a) be made available to Participants and Beneficiaries on a reasonably equivalent basis; (b) not be available to highly compensated employees (within the meaning of 414(q)) in an amount greater than the amount available to other employees; (c) be secured by the Participant's vested Accrued Benefit and bear a reasonable rate of interest; (d) by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan, unless the loan is for the sole purpose of buying the principal residence of the Participant; and . (e) not exceed $50,000 (reduced by the excess, if any, of the highest outstanding balance of loans made during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made) or 50% of the Participant's vested Accrued Benefit (without regard to a Partici- pant's Keogh transfer subaccount), whichever is less. For these purposes, all loans from all plans of the Participating Employer and other members of a group of employees described in Code Sections 414(b), 414(c), and 414(m) are aggregated. Notwithstanding the above limitations, providing collateral other than the Participant's Account is used to secure a loan, and providing the Participant's or Beneficiary's vested Accrued Benefit is $10,000 or less, a loan of up to the Participant's vested Accrued Benefit may be made. All such loans shall be considered either a general investment of the Trust Fund or an asset of the Participant's Account, as elected in Exhibit 5. An assignment or pledge of any portion of a Participant's interest in the Plan and a loan, pledge, or assignment with respect to any Annuity Contract purchased under this Plan will be treated as a loan under this Section. . A Participant shall not have more than one loan in effect at any time. The Plan Administrator, in a non-discriminatory manner, may create other rules and regulations governing loans. Effective for any loan granted or renewed on or after the first Plan Year beginning on or after January 1, 1990, such rules and regulations must include a written document which is to be made part of this Plan which, at a minimum, specifies: (a) The identity of the person or positions authorized to administer the participant loan program; - 33 - ART~CILIE XI - BENIEFITS AND D~STRIBUT~ONS (Continued) . 11.14 LOANS TO PARTICIPANTS: (Continued) (b) A procedure for applying for loans; (c) The basis on which loans will be approved or denied; (d) Limitations (if any) on the types and amounts of loans offered; (e) The procedure under the program for determining a reasonable rate of interest; (f) The types of collateral which may secure a participant loan; and (g) The events constituting default and the steps that will be taken to preserve plan assets in the event of such default. If loans are permitted in Exhibit 5, effective for any loan granted or renewed on or after the first Plan Year beginning in 1989, the Trustee is specifically authorized to establish and the Plan Administrator is authorized to maintain and administer a Participant loan program. An assignment or pledge of any portion of a Participant's interest in the Plan and a loan, pledge, or assignment with respect to any Annuity Contract purchased under this Plan will be treated as a loan under this Section, . If a Participant shall default on any loan, the Plan Administrator shall deduct the unpaid principal and any unpaid interest from the Participant's Account at the time when the Participant's Account becomes distributable. 11.15 OTHER PROVISIONS: The Plan Administrator, on a non-discriminatory basis, may promulgate other rules and regulations governing distributions from the Pla!l including limiting the forms of benefits offered under this Plan. 11 . 1 6 DEFINITIONS: For the purpose of Sections 11.7 and 11.11, the following definitions shall apply: .." .. , (a) Applicable Life Expectancy. The life expectancy (or joint and last survivor expectancy) calculated using the attained age of the Participant (or designated beneficiary) as of the Participant's (or designated beneficiary's) birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated, The applicable calendar year shall be the first distribution calendar year, and if life expectancy is being recalculated such succeeding calendar year. If annuity payments commence before the Required Beginning Date, the applicable calendar year is the year payments commence, If distribution is in the form of an immediate annuity purchased after the Participant's death with the Participant's remaining interest, the applicable calendar year is the year of purchase. - 34- . ARTICLE XI - BENEfiTS ANID lDiSTRIBUTIO~S (Continuedl) 11,16 DEFINITIONS: (Continued) (b) Designated Beneficiary, The individual who is designated as the beneficiary under the Plan in accordance with Section 401 (a)(9) and the regulations thereunder. (c) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to Section 11.9 above. (d) Life Expectancy. Life expectancy and joint and last survivor expectancy are computed by use of the expected return multiples in Tables V and VI of Section 1.72- 9 of the Income Tax Regulations. Unless otherwise elected by the Participant by the time distributions are required to begin, life expectancies shall not be recalculated annually. Such election shall be irrevocable as to the Participant (or Spouse) and shall apply to all subsequent years. The life expectancy of . a non-spouse beneficiary may not be recalculated. (e) Participant's Benefit. (1) The Participant's Account as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions or forfeitures allocated to the Account as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. (2) Exception for second distribution calendar year, For purposes of paragraph (1) above, if any portion of the minimum distribution for the first distribution calendar year is made in the second distribution calendar year on or before the Required Beginning Date, the amount of the minimum distribution made in the second distribution calendar year shall be treated as if it has been made in the immediately preceding distribution calendar year. 11 ,1 7 FORMS OF BENEFITS: The normal form of benefit for a Profit-Sharing Plan or Money Purchase Plan shall be a lump sum. The Plan Administrator, in its discretion, shall select optional forms of benefits to be available to Participants. Additional optional forms of benefits provided in this Plan shall be stated in Exhibit 5. . - 35 - . .... ~ ,:" . AfFnnClIE )(~ - BENEfiTS AND D~STRIBUTIOi\lS (Continued) 11.17 FORMS OF BENEFITS: (Continued) The optional forms of benefits shall be: (a) Joint and Survivor Annuity; (b) Straight Life Annuity; (c) Life Annuity Ten Years Certain; (d) Ten Year Certain Annuity; (e) Life Annuity 20 Years Certain; (f) Partial distribution in a single sum, and the remainder under one of (a) through (f) above. However, if this Plan is an amendment and restatement of a prior plan, all optional forms of benefits provided in the prior plan, to the extent accrued, shall be provided in this Plan. (a) If the employer selects optional forms of benefits, any Participant who is credited with at least one Hour Of Service with the Employer after August 23, 1984, or a Participant described in subsection (e) of this Section, shall receive a benefit at retirement in the form of a Qualified Joint and Survivor Annuity. A Participant may select a benefit other than a Qualified Joint and Survivor Annuity benefit during the 90 day period preceding the Annuity Starting Date provided that an appropriate waiver, as described in subsection (c) of this Section, is executed, The Participant may elect to have such annuity distributed upon attainment of the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits. (b) The Spouse of any Participant who dies prior to his Annuity Starting Date will receive a benefit in the form of a Qualified Pre-Retirement Survivor Annuity. The Surviving Spouse may elect to have such annuity distributed within a reasonable period after the Participant's death. A Participant may select a benefit other than a Qualified Pre- Retirement Survivor Annuity or a beneficiary other than the Participant's Spouse if the Participant is unmarried or if the Participant, during a period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the earlier of the date of the Participant's death or his Annuity Starting Date executes an appropriate waiver as described in subsection (c) hereof. If a Participant terminates employment prior to the first day of the Plan Year in which the Participant attains age 35, with respect to the Participant's Account as of the date of termination, the election period shall begin upon termination of employment. - 36 - ARTICllE XI - 1B1Ei\lIEFrrS ANID IDISTRIIBUTIONS (Continued) . 11.17 FORMS OF BENEFITS: (Continued) Notwithstanding the above paragraph, a Participant who will not yet attain age 35 as of the end of any current Plan Year may make a special qualified election to waive the Qualified Pre-Retirement Survivor Annuity for the period beginning on the date of such election and ending on the first day of the Plan Year in which the Participant will attain age 35. Such election shall not be valid unless the Participant receives a written explanation of the Qualified Pre-Retirement Survivor Annuity in such terms as are comparable to the explanation required under paragraph (d) below. Qualified Pre-Retirement Survivor Annuity coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age 35. Any new waiver on or after such date shall be subject to the full requirements of this Article. (c) A married Participant who selects a benefit other than a Qualified Joint and Survivor Annuity, a Qualified Pre-Retirement Survivor Annuity, or designates a beneficiary other than his Spouse, must execute a written waiver and must obtain the consent of his Spouse, if any, pursuant to the terms of Section 11.20 hereof. A Participant may revoke any waiver without the consent of his Spouse at any time before the commencement of benefits. There is no limit on the number of revo- cations or waivers that may be made under this Article. However, after the death -I" of the Participant, the Participant's Surviving Spouse, unless an Annuity Contract is ~ purchased or the Spouse has executed a written waiver pursuant to Section 11.20, may elect any other form of benefit offered under the Plan. (d) The Plan Administrator shall provide each Participant with an explanation of the Qualified Joint and Survivor Annuity and the Qualified Pre-Retirement Survivor Annuity which meets the requirements of the Internal Revenue Code. With respect to the Qualified Joint and Survivor Annuity, such explanation shall be provided no less than 30 days and no more than 90 days prior to his Annuity Start Date. Such written explanation shall include: (i) the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the Participant's right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a Participant's Spouse; and (iv) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. . With respect to the Qualified Pre-Retirement Survivor Annuity, such explanation shall be provided within whichever of the following periods ends last: (1) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending on the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; (2) a reasonable period ending after the individual becomes a Participant; (3) a reasonable period ending after Code Section 401 (a)(11) applies to the Participant; and (4) a reasonable period ending after Section 11.21 ceases to apply to the Participant. Notwithstanding the foregoing, notice must be provided within a reasonable period ending after separation from service in the case of a Participant who separates from service before attaining age 35. - 37 - ARTICLIE XI - BIENEFITS AND DISTRIBUTIONS (Continued) . 11 ,17 FORMS OF BENEFITS: (Continued) Such written explanation of the Qualified Pre-Retirement Survivor Annuity shall be provided in such terms and in such manner as would be comparable to the explanation provided for meeting the requirements applicable to a Qualified Joint and Survivor Annuity. For purposes of applying the preceding paragraph, a reasonable period ending after the enumerated events described above is the end of the two-year period beginning one year prior to the date the applicable event occurs, and ending one year after that date, In the case of a Participant who separates from service before the Plan Year in which age 35 is attained, notice shall be provided within the two-year period beginning one year prior to separation and ending one year after separation. If such a Participant thereafter returns to employment with the Employer, the applicable period for such Participant shall be redetermined. .... ='1 Notwithstanding the other requirements of this subsection (d), the respective notices prescribed in this subsection need not be given to a Participant if (1) the Plan "fully subsidizes" the costs of a Qualified Joint and Survivor Annuity or Qualified Pre- Retirement Survivor Annuity, and (2) the Plan does not allow the Participant to waive the Qualified Joint and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity and does not allow a married Participant to designate a non-spouse beneficiary. For purposes of this subsection, a Plan fully subsidizes the costs of a benefit if no increase in cost, or decrease in benefits to the Participant may result from the Partici- pant's failure to e~ect another benefit. (e) Transitional Rules: (1) Any living Participant not receiving benefits on August 23, 1984, who would otherwise not receive the benefits prescribed by the previous Sections of this Article must be given the opportunity to elect to have the prior Sections of this Article apply if such Participant is credited with at least one Hour of Service under this Plan or a predecessor plan in a Plan Year beginning on or after January 1, 1976, and such Participant had at least 10 years of Vesting Service when he or she separated from service. (2) Any living Participant not receiving benefits on August 23, 1984, who was credited with at least one Hour of Service under this Plan or a predecessor plan on or after September 2, 1974, and who is not otherwise credited with any service in a Plan Year beginning on or after January 1, 1976, must be given the opportunity to have his benefits paid in accordance with (4) below. . (3) The respective opportunities to elect (as described in (1) and (2) above) must be afforded to the appropriate Participants during the period commencing on August 23, 1984, and ending on the date benefits would otherwise commence to said Participants. - 38 - ARTICllE XI - BlENlEflTS AND IDISTRIBUTIONS (Continued) o 11.17 FORMS OF BENEFITS: (Continued) (4) Any Participant who has elected pursuant to section (2) above and any Participant who does not elect under section (1) above or who meets the requirements of (1) above except that such Participant does not have at least 10 years of Vesting Service when he or she separates from service, shall have his or her benefits distributed in accordance with all of the following requirements if benefits would have been payable in the form of a life annuity: (i) Automatic joint and survivor annuity. If benefits in the form of a life annuity become payable to married Participant who: a. begins to receive payments under the Plan on or after Normal Retirement Age; or b. dies on or after Normal Retirement Age while still working for the Employer; or c. begins to receive payments on or after the qualified early retirement age; or o d. separates from service on or after attaining Normal Retirement Age (or the qualified early retirement age) and after satisfying the eligibility requirements for the payment of benefits under the Plan and thereafter dies before beginning to receive such benefits; then such benefits will be received under this Plan in the form of a Qualified Joint and Survivor Annuity, unless the Participant has eJected otherwise during the election period, The election period must begin at least 6 months before the Participant attains qualified early retirement age and end not more than 90 days before the commencement of benefits. Any election hereunder will be in writing and may be changed by the Participant at any time. o (ii) Election of early survivor annuity. A Participant who is employed after attaining the qualified early retirement age will be given the opportunity to elect, during the election period, to have a survivor annuity payable on death. If the Participant elects the survivor annuity, payments under such annuity must not be less than the payments which would have been made to the Spouse under the Qualified Joint and Survivor Annuity if the Participant had retired on the day before his or her death. Any election under this provision will be in writing and may be changed by the Participant at any time. The election period begins on the later of (1) the 90th day before the Participant attains the qualified early retirement age, or (2) the date on which participation begins, and ends on the date the Participant terminates employment. - 39 - ARTICllE XI - BlEi\IIlEf!TS AND DISTRIBUTIONS (Continued) eJ .,,1 11.17 FORMS OF BENEFITS: (Continued) (iii) For purposes of this subsection: a. Qualified early retirement age is the latest of the earliest date, under the Plan, on which the Participant may elect to receive retirement benefits, the first day of the 1 20th month beginning before the Participant reaches Normal Retirement Age, or the date the Participant begins participation. b. Qualified Joint and Survivor Annuity is defined in Section 2.36. 11.18 CASH-OUT DISTRIBUTION: If the value of the Participant's vested Accrued Benefit on the date he terminates service does not exceed $ 5, 000, the Plan Administrator shall, as elected in Exhibit 5, either: (1) immediately distribute to such Participant his Account in the form of a lump sum; or (2) permit the Participant to elect to receive a distribution subject to the provisions of this Article. The above sentence shall also apply to the value of a Qualified Joint and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity which does not exceed $ 5,000 .However, no distribution (regardless of amount) shall be made pursuant to the preceding sentence after the Annuity Starting Date unless the Participant waives and his Spouse (or the Participant's Surviving Spouse) consents, pursuant to Section 11.20, . 11,19 HARDSHIP: If the Employer has elected in Exhibit 5 to permit hardship distributions, such distributions to a Participant shall be made if the distribution is necessary in light of Immediate and Heavy Financial Needs of the Participant and where such Participant lacks other available resources, A distribution based upon financial hardship cannot exceed the amount required to meet the immediate financial need created by the hardship (or the Participant's vested Accrued Benefit, if less) and not reasonably available from other resources of the Participant. The determination of the existence of financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made by the Plan Administrator in accordance with the standards set forth below, For the purpose of this Section, Immediate and heavy Financial Need means: (1) medical expenses described in Code Section 213(d) incurred by the Participant, the Participant's Spouse, or dependents of the Participant (as defined in Code Section 1 52); (2) the purchase (excluding mortgage payments) of a principal residence of the Participant; (3) payment of tuition for the next semester or quarter of post secondary education for the Participant, his spouse, children, or dependents; (4) the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence; or (5) any other even which the Commissioner of the Internal Revenue Service has deemed to be an Immediate and Heavy Need. A Participant making an application under this Section shall have the burden of presenting evidence of such need, .I'i ~ :., - 40- AIRT~CLlE X~ - Ii\lSIUIRAi\!ClE POUCllES (Continued) . 11.19 HARDSHIP: (continued) A distribution will be considered as necessary to satisfy an immediate and heavy financial need providing: (1) the Participant withdraws and borrows (on a nontaxable basis) all amounts available to the Participant under this plan and all plans of the Employer (other than the mandatory employee portion of a defined benefit plan); (2) all Plans maintained by the Employer suspend for a period of 1 2 months from the date of such distribution, the Participant's ability to make Salary Deferral Contributions or Employee Contributions; and (3) al Plans maintained by the Employer limit such Participant's ability to make Salary Deferral Contributions for the Participant's taxable year immediately following the taxable year of the hardship in excess of the limit specified in Code Section 402(g) for such taxable year less the amount of such Participant's Salary Deferral Contributions for the taxable year of the hardship distribution. Each request for a hardship distribution shall be made by written application on a form acceptable to the Plan Administrator. . 11.20 CONSENT: If the value of a Participant's vested Accrued Benefit derived from Employer and Employee Contributions exceeds (or at the time of any prior distribution exceeded) $5, 000, and his Accrued Benefit is immediately distributable, the Participant and the Participant's Spouse (or where either the Participant or the Spouse has died, the survivor) must consent to any distribution. The consent of the Participant and the Participant's Spouse shall be obtained in writing within the 90-day period ending on the Annuity Starting Date, The Plan Administrator shall notify the Participant and the Participant's Spouse of the right to defer any distribution until the Participant's Account is no longer immediately distributable. Such notification shall include a general description of the material features, and an explanation of the relative values of the optional forms of benefit available under the plan in a manner that would satisfy the notice requirements of Section 417(a)(3), and shall be provided no less than 30 days and no more than 90 days prior to the Annuity Starting Date. . Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a Qualified Joint and Survivor Annuity while his Accrued Benefit is immediately distributable. Furthermore, if payment in the form of a Qualified Joint and Survivor Annuity is not required with respect to the Participant pursuant to Section 11 .21 of the Plan, only the Participant need consent to the distribution of his Accrued Benefit that is immediately distributable. Neither the consent of the Participant nor the Participant's Spouse shall be required to the extent that a distribution is required to satisfy Section 401 (a)(9) or Section 415 of the Code. In addition, upon termination of this Plan, if the Plan does not offer an annuity. option (purchased from a commercial provider) and if the Employer or any entity within the same controlled group as the Employer does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code), the Participant's Accrued Benefit will, without the Participant's consent, be distributed to the Participant. However, if any entity within the same controlled group as the Employer maintains another defined contribution plan (other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code) then the Participant's Accrued Benefit will be transferred, without the Participant's consent, to the other Plan if the Participant does not consent to an immediate distribution. - 41 - ARTICLE Xi - BIENEfiTS AND DiSTRIBUTiONS (Continued) o 11.20 CONSENT: (continued) An Accrued Benefit is immediately distributable if any part of the Account could be distributed to the Participant or Surviving Spouse before the Participant attains or would have attained, if not deceased, the later of Normal Retirement Age or age 62. For purposes of determining the applicability of the foregoing consent requirements to distributions made before the first day of the first Plan Year beginning after December 31, 1988, the Participant's vested Accrued Benefit shall not include amounts attributable to accumulated deductible employee contributions within the meaning of Section 72(0)(5)(B) of the Code. o A waiver of a Qualified Pre-Retirement Survivor Annuity or Qualified Joint and Survivor Annuity must include the consent of the Spouse of the Participant, Such consent must be in writing and must be witnessed by either a plan representative or notary public. The Spouse's waiver must be limited to a designation of a specific alternate beneficiary including any class of beneficiaries or any contingent beneficiaries. Such alternate beneficiary must not be changed without the Spouse's consent (unless the consent of the Spouse expressly permits designations by the Participant without any requirement of further consent by the Spouse). In addition, the Spouse's consent must acknowledge the effect of the election. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding the foregoing, if it is established to the satisfaction of the plan representative that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located, no such consent will be required. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 11. 1 7. o A Participant must obtain the consent of his Spouse, if any, the use of his Account as security for a loan. Spousal consent shall be obtained no earlier than the beginning of the 90- day period that ends on the date on which the loan is to be so secured, The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan, A new consent shall be required if the Account is used for renegotiation, extension, renewal, or other revision of the loan. - 42 - ARTICLE XI - BIENEflTS AND mSTRIBUTIONS (Continued! ) e:, ... 11.20 CONSENT: (continued) If a valid spousal consent has been obtained in accordance with the above paragraph, then, notwithstanding any other provision of this Plan, the portion of the Participant's vested Account used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the amount of the Account payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than 100% of the Participant's vested Account (determined without regard to the preceding sentence) is payable to the Surviving Spouse, then the Account shall be adjusted by first reducing the vested Account by the amount of the security used as repayment of the loan, and then determining the benefit payable to the Surviving Spouse. 11.21 QUALIFIED SPECIAl.. RULE FOR PROFIT SHARING PLANS: Except as set forth in Section 11.17(e), the above Qualified Joint and Survivor and Qualified Pre-Retirement Survivor Annuity notice, waiver, and consent provisions shall not be applicable to this Plan if the Plan Administrator administers a profit sharing plan according to the following limitations: (a) the Participant does not or cannot elect payments in the form of a life annuity; and . (b) on the death of the Participant, the Participant's vested Account will be paid to the Participant's Surviving Spouse, but if there is no Surviving Spouse, or if the Surviving Spouse has consented in a manner conforming to a qualified election, then to the Participant's designated beneficiary. The Surviving Spouse may elect to have distribution of the vested Account commence within the 90-day period following the date of the Participant's death. The Account shall be adjusted for gains or losses occurring after the Participant's death in accordance with the provisions of the Plan governing the adjustment of Account for other types of distributions. This Section shall not be operative with respect to a Participant in a profit sharing plan if the plan is a direct or indirect transferee of a defined benefit plan, money purchase plan, a target benefit plan, stock bonus, or profit sharing plan which is subject to the survivor annuity requirements of Section 401 (a) (11) and Section 41 7 of the Code. The Participant may waive the spousal death benefit described in this Section at any time provided that no such waiver shall be effective unless it satisfies the conditions of this Article (other than the notification requirement referred to therein) that would apply to the Participant's waiver of the Qualified Pre-Retirement Survivor Annuity. ty In addition, this Section shall not apply unless the Participant's Spouse is the designated beneficiary of any insurance on the Participant's life purchased by Employer contributions or forfeitures allocated to the Participant's Account. - 43- ARTICllE XII - PLAN ADMINISTRATION o 12.1 PLAN ADMINISTRATOR: The Employer shall appoint a Plan Administrator in Exhibit 6 of the Adoption Agreement. The Plan Administrator shall serve as the named fiduciary of the Plan. If, at any time, there is no appointed Plan Administrator, the Employer shall be the Plan Administrator. 12.2 DUTIES: The Plan Administrator shall have the general responsibility for the administration of the Plan and carrying out its provisions, including, but not by way of limitation, the power to interpret and construe the Plan, and to determine the validity of any claim for benefits under the Plan, and may establish rules for the administration of the Plan and the transaction of its business. Determinations on all questions arising out of or in conjunction with the provisions of the Plan, not herein required to be determined by another party, shall be made by the Plan Administrator, and any such determination shall be conclusive and binding upon all persons having an interest in or under this Plan. The Plan Administrator shall maintain accounts reflecting the fiscal transactions of the Plan. The Plan Administrator shall prepare annually a report showing in reasonable detail the assets and liabilities of the Plan and setting forth a brief account of the operation of the Plan for the preceding year. The Plan Administrator may employ counsel and agents and such clerical, accounting and actuarial services as it may require in carrying out the provisions of the Plan. o The Plan Administrator shall have the power to delegate specific fiduciary responsibilities to Employees of the Participating Employer, or to other individuals, all of whom shall serve at the pleasure of the Plan Administrator, and, if full time Employees of the Participating Employer, without compensation. Any such person may resign by delivering written notice of such resignation to the Plan Administrator. Vacancies created by resignation, death, or other cause may be filled by the Plan Administrator or the delegated responsibilities may be reabsorbed or redelegated by the Plan Administrator. 12.3 CLAIMS PROCEDURE: Any person who believes that he is entitled to a benefit under the Plan shall have the right to file with the Plan Administrator a written notice of claim for such benefit. Within 1 20 days after its receipt of such written notice of claim, the Plan Administrator shall either grant or deny such claim provided, however, any delay on the part of the Plan Administrator in arriving at a decision shall not adversely affect benefits payable under a granted claim. 12.4 ADMINISTRATION EXPENSES: All expenses incurred in establishing and maintaining the Plan shall be paid from the Trust Fund, unless the Employer or Participating Employer, in its discretion, elects to pay all or part of such expenses. o - 44- ARTICLE xm - TRUSTIEIE o 13.1 ESTABLISHMENT AND ACCEPTANCE OF TRUST: By executing the Adoption Agree- ment, the Trustee accepts appointment as Trustee hereunder. The Trustee agrees to hold in trust, manage and administer contributions to the Trust, and the income or gain or loss therefrom, for the purposes herein set forth. The Trust is established for the exclusive benefit of Participants and their Beneficiaries, and no part of the Trust Fund, except such part as may be needed for expenses and taxes, shall be used for, or diverted to, any other purpose prior to the satisfaction of all liabilities under the Plan with respect to such person, except as provided in Section 6.2. The trust year of the Trust Fund is the Plan Year. 13.2 CONTRIBUTIONS TO THE TRUST FUND: The Trustee shall accept such contributions by and on behalf of Participants as it may receive from time to time from the Participating Employer. All such contributions shall be in cash, except as otherwise approved by the Trustee. The Trustee shall have no duty to collect any contribution or other sum from the Participating Employer, Plan Administrator, Participants, or any other person. 13.3 CONTRIBUTION OF EXISTING QUALIFIED PLAN: If at the time the Participating Employer adopts the Plan, it specifies in the Adoption Agreement that the Plan is to be substituted for an existing plan that is qualified under Code Section 401 (a), the Trustee shall accept the assets of such plan from the trustee, custodian or insurer thereof, in the form of cash, Mutual Funds Shares, Annuity Contracts, Policies, or any other asset satisfactory to the Trustee. o 13.4 POWERS AND DUTIES: Subject to the limitations of Section 9.1, the Trustee shall have all powers necessary for the performance of its duties, including the power to execute such instruments as may be deemed necessary or proper and including the following powers, all of which may be exercised without order of or report to any court: (a) to invest in Annuity Contracts, Mutual Fund Shares, Insurance Policies, stocks, bonds, securities, investment company or trust shares, mortgages, notes, accounts, deposits, or other investments offered by a bank, chooses in action, real estate, improvements thereon, and other property, including any such property of the Employer; (b) to sell, exchange, or otherwise dispose of any property at any time held or acquired under this Trust, at public or private sale, for cash or on terms, without advertisement, including the right to lease for any term notwithstanding the period of this Trust; o (c) to transfer, at any time and from time to time, such part or all of the Trust Fund as it shall deem advisable to any other trust which is qualified and exempt under Code Section 401 (a) and is maintained as a medium for the collective investment of funds of pension, profit-sharing or other employee or self-employed benefit trusts, and the Trustee may, thereafter, withdraw any part or all of the Trust Fund so transferred to such other trust. The provisions of any such trust shall be deemed to be a part of this Trust; - 45 - o o o 13.4 ARTICLE xm - TRUSTEIE (Continued) POWERS AND DUTIES: (Continued) (d) to hold cash in such amounts as may be in its opinion reasonable for the proper operation of this Trust, and to deposit any portion of the Trust Funds in certificates of deposit, or in a bank account or accounts selected by the Trustee, including those of the Trustee, or a bank or similar financial institution related to the Trustee. Any such account deposit shall bear a reasonable rate of interest; (e) to make such investments as the Trustee in its discretion shall deem best without regard to any law now or hereafter in force limiting the investments for trustees or other fiduciaries; (f) to pay premiums, interest, or other charges due and payable to acquire or maintain any Annuity Contract or Insurance Policy held under the Trust, provided funds for such payments are then available in the Trust; and to exercise all ownership rights under such Annuity Contracts or Insurance Policies in accordance with the terms of the Plan; (g) to vote in person or by proxy any corporate stock or other security and to agree to take any other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceeding affecting any stock, bond, note or other property; (h) to compromise, settle and/or adjust any claim or demand by or against the Trust and to agree to any rescission or modification of any contract or agreement affecting such Trust; (i) to borrow money, and to secure the same by mortgaging, pledging and/or conveying any property of the Trust; (j) to register any stock, bond or other security in the name of a nominee, without the addition of words indicating that such security is held in a fiduciary capacity; but accurate records shall be maintained showing that such security is a Trust asset and the Trustee shall be responsible for the acts of such nominee; (k) To write covered call options on securities held in the Trust Fund, and to engage in other transactions directly related to such covered call options outstanding in the Trust Fund; and (I) to delegate any administrative duties assigned to it under the Trust, with the consent of the Plan Administrator, to any third party which shall act as the agent of the Trustee. - 46- ARTICLE xm - TRUSTEIE (Continued) o 13.5 LIMITED TRUSTEE RESPONSIBILITIES: The Employer may appoint an investment manager or itself to assume certain powers or responsibilities in the investment and management of the Trust Fund. The investment manager or Employer shall assume full liability for all duties and powers assigned to it and shall be subject to the fiduciary responsibilities of this Plan. The Trustee shall not be liable for the acts or omissions of the investment manager or Employer nor shall the Trustee be under an obligation to manage any assets of the Plan that are subject to the management of an investment manager or the Employer. 13.6 AUTHORIZED PERSONS: The Employer shall certify in writing to the Trustee the names and signatures of the persons who are or shall act for the Plan Administrator, investment manager, or Employer and the Trustee shall assume that such persons continue to hold office until a new certificate is received from the Employer. 13. 7 TAXES AND FEES: The Trustee shall charge the Trust Fund for any taxes paid by it which may be imposed upon the Trust. o The annual service fees (if any) of the Trustee shall be fixed in advance by agreement with the Employer, but such agreement may be changed prospectively from time to time during the year. However, no Trustee who receives full-time pay from the Employer shall be compensated for his services as a Trustee except for reimbursement of expenses properly and actually incurred. The Employer shall pay the Trustee its fees and expenses. If not so paid, the Trustee shall withdraw its fees and expenses from the Trust Fund. 13.8 DISTRIBUTIONS: The Trustee shall make distributions from the Trust Fund in accordance with written directions from the Plan Administrator. The Trustee may make any payments or distributions required to be made by it hereunder by first class mail in a sealed envelope addressed to the person to whom such payment or distribution is to be made, according to the certification of the Plan Administrator. The Trustee shall not be required to make any investigation to determine the identity or mailing address of any person entitled to benefits and shall be entitled to withhold making payments or giving directions to the Insurer with respect to the payment of benefits until the identity and mailing addresses of persons entitled to benefits are properly certified to it including the certification as to amount, payee, and other terms of payments. The Trustee or the Plan Administrator may direct the Insurer to make distributions directly from Plan assets held by the Insurer. o - 47 - ARTICLE xm - TRUSTEIE (Continued) o 13.9 TRUSTEE REPORTS: Within sixty (60) days following the close of the Plan Year or at such other time or times as may be agreed upon, the Trustee will furnish the Plan Administrator a written statement and report setting forth all investments, all receipts and disbursements and all other financial transactions affecting the Trust Fund since the date of the last such report. Upon expiration of sixty (60) days from the date of mailing the written statement and report, the Trustee shall be forever released and discharged from any liability or accountability to anyone as respects its transactions, except with respect to any trans- action as to which the Plan Administrator shall, within the sixty (60) day period, file its written disapproval, and neither the Plan Administrator nor any other person shall have the right to demand or be entitled to any further or different accounting by the Trustee. o 13.10 DEALING WITH THE INSURER: The Trustee is hereby authorized to execute all necessary applications, receipts, and releases to the Insurer. The Insurer shall be fully discharged from any and all liability for any action taken by it upon the written direction of anyone Trustee. The Trustee shall have no responsibility for the form, genuineness, validity, sufficiency or effect of any Insurance Policy or Annuity Contract at any time included in the Trust, or for any action of the Participating Employer, Plan Administrator, Employee, or other person which may render such policy or contract void, or for the failure of any Insurer to pay the proceeds of any such policy or contract as and when the same shall become payable, or for any delay occasioned by reason of any provisions contained in any such policy or con- tract, or for the refusal of the Insurer to take any action requested by the Trustee, or if for any reason whatsoever (save for the misconduct or neglect of an employee of the Trustee) any policy or contract shall lapse or otherwise become uncollectible. 13. 11 LIMITATION OF LIABILITY: The Trustee shall use the care, skill, prudence and diligence in the exercise of its powers and the performance of its duties hereunder that a prudent person, who is familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims under the prevailing circumstances. The Trustee may at any time request instruction of the Employer, the Plan Administrator, Participant or the investment manager, if any, as to any action relating to the Trust. The Trustee shall not be liable for any action taken or omitted on the instruction of the Employer, Participant, the Plan Administrator, or the investment manager or in the absence of such instructions, for the omission of any actions to which the Employer, Participant, the Plan Administrator, or the investment manager, are required or authorized to instruct it; or for any failure of contributions to meet pension or other liabilities under this Plan and Trust. The Trustee shall be protected in acting upon any notice, resolution, order, certificate, opinion, telegram, or letter or other document believed by the Trustee to be genuine and to have been signed by the proper party or parties. o - 48 - . 61,;1. ~ ID ARTICllE xm - TRUSTEE (Continued) 13.12 CO-TRUSTEES: A majority of Trustees shall be necessary to conduct any business of the Trust. Anyone of the Trustees may sign any application, report, check, other instrument or paper on behalf of all Trustees. If one or more Trustees die or resign, the remaining Trustee or Trustees shall continue to administer this Trust until such time as the Employer appoints an appropriate successor or successors; and the Plan Administrator shall resolve any differences that may exist among an even number of Trustees in the interim and its decision shall be binding on the Trustees. 13.13 TRUSTEE REMOVAL OR RESIGNATION: The Trustee may resign at any time upon delivering to the Employer a written notice of its intention to resign. Such resignation shall be effective not less than 30 days after the delivery thereof, unless such notice is waived by the Employer. Any Trustee appointed hereunder may be removed by the Employer. Such removal shall be effective at a date specified in the written notice to the Trustee, which shall not be less than 30 days after the delivery of such notice, unless such notice is waived by the Trustee. In case of the resignation or removal of the Trustee, the Trustee shall have the right to a settlement of its accounts, which may be made at its option either: (1) by agreement of settlement between the Trustee, the Employer and the Plan Administrator, or (2) by judicial settlement in an action instituted by it in a court of competent jurisdiction. Upon such settlement, the Trustee shall transfer to the successor trustee or to an Insurer the Trust Fund as it may then be constituted and true copies of such of its records as relate to the Trust; and shall execute all documents necessary for transferring the assets of the Trust; and the Trustee shall thereupon be discharged from further accountability for all matters embraced in its settlement. The Employer agrees that it will, upon its receipt or giving of notice of the resignation or removal of a Trustee, forthwith appoint a successor trustee. Any successor trustee so appointed may qualify as such by executing, acknowledging, and delivering to the Employer and to the resigning or removed trustee any instrument accepting such appointment; and upon delivery of the Trust assets, such successor, without further act, shall become vested with all the estate, right, powers, discretion and duties of its predecessor trustee with like effect as if originally named as Trustee herein. If no Trustee is appointed, the individual signing the most recent Adoption Agreement on behalf of the Employer shall be the Trustee. - 49 - o o o ARTICllE XIV - AMENDMEi\lT, MERGIER, AND TlElRMli\lA TION 14.1 AMENDMENT: The Employer may amend the Adoption Agreement or basic plan document. The Employer shall promptly submit copies of the amendment to the Trustee, Plan Administrator, and Insurer. The Trustee, Plan Administrator or Insurer shall not be on notice of the contents thereof until a copy is actually received. No amendment shall increase the duties or liabilities of the Trustee or Plan Administrator without their written consent, provide that Trust assets be used for purposes other than for the exclusive benefit of Participants and their Beneficiaries, or provide that Trust assets ever revert to or be used or enjoyed by any Participating Employer prior to satisfaction of all liabilities under the Plan. 14.2 TERMINATION: The Plan Administrator will direct the Trustee to distribute all assets to Participants upon termination of the Plan. Upon termination or complete discontinuance of contributions under the Plan, the rights of all Employees to benefits accrued to the date of such termination of discontinuance, to the extent then funded, or the amounts credited to Employee Accounts are nonforfeitable. This paragraph does not apply to amounts that may not be applied pursuant to Code Section 401 (a)(4) as in effect on September 1, 1974. 14.3 MERGER: In case of a merger or consolidation with, or transfer of assets or liabilities to, any other plan, each participant shall (if the plan then terminated) receive a benefit immediately after the merger, etc., which is equal to or greater than the benefit he or she was entitled to immediately before the merger, etc., (if the plan had then terminated). - 50 - CD o o ARTICllE X.V - !DOMIESTIC RIEILA TIO~S ORIDIER 15.1 DEFINITIONS: "Domestic Relations Order" or "DRO" means any judgment, decree, or order (including approval of a property settlement agreement), issued by a state court pursuant to a state domestic relations law, which provides for child support, alimony, or marital property rights to an Alternate Payee. "Alternate Payee" means a Spouse, former Spouse, child or other dependent of a Participant who is recognized by a DRO as having a right to receive a benefit under the Plan. "Qualified Domestic Relations Order" means a Domestic Relations Order which creates or recognizes the existence of an alternate payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under this Plan. 15.2 PROCEDURES: The Plan Administrator shall establish procedures for determining whether a DRO is a Qualified Domestic Relations Order and in complying with its terms. - 51 - ARTICllE XVI - MISClEllA~IEOUlS o 16.1 EMPLOYMENT RIGHTS: No prOVISion of this Plan shall be deemed to give any Employee the right to be retained in the service of his Participating Employer or to interfere with the right of the Participating Employer to discharge the Employee at any time. 16.2 NOTICES: Whenever provision is made in the Plan that a Participant may exercise any option or election or designate any Beneficiary, the action of such Participant shall be evidenced by a written notice signed by the Participant and delivered to the Plan Administrator in person or by mail. If a form is furnished by the Plan Administrator for such purpose, a Participant shall give written notice of his exercise of any option or election or of his designation of any Beneficiary on the form provided for such purpose. Written notice shall not be effective until received by the Plan Administrator. 16.3 COMPETENCY: If any person due a benefit hereunder is, in the judgement of the Plan Administrator, incapable of personally receiving or receipting for any payment due hereunder, payment may be made to the guardian or legal representative of such person, or to such other person or institution, who, in the opinion of the Plan Administrator is then maintaining or has custody of such person. Such payment shall constitute a full discharge of the liability of the Plan with respect to such person. o 16.4 MISSING PERSONS: Notwithstanding any provision in this Plan and Trust to the contrary, if the Plan Administrator is unable to locate any former participant or Beneficiary who is entitled to benefits under this Plan within three years of the date he first becomes entitled to a distribution from the Trust, any amounts being held on his behalf shall be forfeited and used to reduce the Participating Employer's current or next succeeding contribution. The Plan Administrator shall proceed with due diligence in attempting to locate any former participant or Beneficiary. No forfeiture shall occur until the Plan Administrator has mailed the former participant or Beneficiary a notice advising him of his benefits and the provisions of this Section to his last known address, via U.S. Mail Postage prepaid, return receipt requested. If the former participant is located subsequent to such forfeiture, the Participating Employer shall reinstate the forfeited amount to the former participant's or Beneficiary's Account, and shall distribute the value of the Account to him in accordance with the Plan. 16.5 CONTROLLED GROUPS AND AFFILIATED SERVICE GROUPS: Except as provided in Article VII, all employees of all corporations which are members of a controlled group of corporations (as defined in Code Section 414(b)) and all employees of all trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c)) will be treated as employed by a single employer. All employees of all members of an affiliated service group (as defined in Code Section 414(m)) will be treated as employed by a single employer. o - 52 - ARTICLE XVI - MISCELlANIEOUS (Continued!) o 16.6 LEASED EMPLOYEES: The term "leased employee" means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full time basis for a period of at least one year, and such services are of a type historically performed by employees in the business field of the recipient employer. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A leased employee shall not be considered an employee of the recipient if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20% of the recipient's non- highly compensated workforce. o 16.7 CONSTRUCTION: The Plan and Trust has been established with the intent that it shall be a qualified plan under Code Sections 401 (a) and 401 (k) and the Trust tax-exempt under Code Section 501 (a). All terms and provisions contained herein shall be interpreted, wherever possible, so as to be in compliance with the requirements for such qualification and exemption. In case any provisions of the Plan and Trust are determined to be illegal or invalid for any reason, such determination shall not affect the remaining provisions of the Plan and Trust, and the Plan and Trust will be construed and enforced as if said illegal or invalid provision had never been included herein. 16.8 GOVERNING LAW: This Plan and Trust shall be construed, administered, and enforced according to the laws of the State of the Employer's principal place of business, except to the extent superseded by Federal law. 16.9 GENDER AND NUMBER: The masculine gender shall include the feminine and the singular shall include the plural. 16.10 PLAN-TO-PLAN TRANSFERS: The Trustee of this Plan may receive from or transfer to another plan any or all assets of a Participant. Effective on and after January 1, 1993, at such time as the Participant is eligible to receive a distribution from the Plan, the Trustee(s) shall be required to transfer to the trustee(s) or custodian of an IRA or defined contribution plan all or a portion of the Participant's Account providing: o (a) the Participant directs such Account to be transferred; - 53 - ARTICllE XVI - MISCELLANEOUS (Continued) (b) the trustee(s) of the defined contribution plan (if applicable) accept such transfer; and (c) the amount transferred is an "eligible rollover distribution" as defined by the Unemployment Compensation Amendments Act of 1992. 16.11 ADDITIONAL PARTICIPATION REQUIREMENT: Effective for the first Plan Year beginning on or after January 1, 1996, the Participating Employer's Plan must benefit the lesser of 50 Employees of the Employer, or 40% or more of all Employees of the Participating Employer. Such a determination shall be made in accordance with the requirements of Code Section 401 (a)(26) and the regulations thereunder. 16.12 SPENDTHRIFT PROVISION: All benefits payable under the Plan shall be exempt from the claims of, and shall not be subject to attachment, garnishment or other legal process by any creditor of such Participant, his Beneficiary, or his spouse, and shall not be subject to alienation, assignment, pledge or encumbrance, either voluntarily or involuntarily by such person to the extent so provided by the State law governing the Plan's qualified trust. 16.13 DIRECT ROLLOVERS: This Section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the . manner prescribed by the plan administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (a) Definitions. Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401 (a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). ."'1 ~,. '"I' (b) Eligible retirement plan. An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401 (a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. - 54 - CD o o ARTICLIE XVi - MISCEllANEOUS (Continued) (c) Distributee. A distributee includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. (d) Direct rollover. A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee. 16.14 EFFECTIVE DATE: If this Plan is amended and restated to comply with the Tax Reform Act of 1986, any regulation thereunder, or any subsequent legislation or regulation, then no such provision set forth in this document shall be effective prior to the effective date set forth in such legislation or regulation. Notwithstanding the effective date of amendment set forth in the Adoption Agreement, if this plan is amended and restated to comply with the technical, clerical, and conforming amendments to the Tax Reform Act of 1984, the Retirement Equity Act, and the Deficit Reduction Act of 1984, the effective date(s) of such amendments shall be the date(s) set forth in such acts. - 55 - IE~ROLLMENT A~D Ii'iVESTME~T AUTHORIZATnON FORM 1998 Augusta Money Purchase Plan Name of Plan 257-00049 Case Number Please complete the following with a ball-point pen; print c1earl\'. The infomlation provided should be current as of the date the form is completed. You must complete sections n & HI. SECTlO:\" I - General Information SocIal Security Number Last :-oJ amc First Name MI Employee Number Date of Hire Date of Birth Age Sex Number and Street Additionul V1ailing Information (PO Box) City State Zip Homc Phonc Work Phone SECTION II - Contribution Election: Employer Base Contribution Q Employee Contribution Q I recei\'e a paycheck: Weekly (52) D Hi-Wcckly (26) D Scmi-Monthly (24) D Monthly(12) D SECTION IU - Investment Election This investment election will be applied to all contributions made to this Plan after this date. Assets previously deposited at Nationwide will not be changed by this election. I hereby authorize all future contributions to be invested as follows: FUI.ds Selected VRU# Whole % FUllds Selected VRU Whole % per fUIld* # per fillul * Nationwide Guaranteed Interest Account 800 .0% Janus Fund 320 .0%) Nationwide Money Market Fund 360 .Ol)./u Dreyfus Balanced Fund 219 .0% Federated Bond Fund 235 .0% American Centurv Growth & Income 165 .0%) Fidelitv Ad\'isors Growth Opportunities T 240 .O"'i) Nationwide hmd 385 .0% Fidelitv Advisors High Yield Fund T 285 .0% Portfolio 2 Short-Term 450 .0U~1 Neuberger Berman Guardian Trust 565 .U";() Portfolio I Conservative Short- Term 465 .0% Drevfus S & P 500 Index Fund 205 .OIYiI Twentieth Centurv Ultra 580 .0% Temoleton Foreign Fund 550 .0% Warburl! Pincus Emerging Growth 600 .0% * NOTE: Whole percentages only, no fractions or decimals. TotallYc, of all funds chosen must equal) OO.YcI SECTiON IV - Signature Your Sign~ltllrc Date Make sure that you have completed each section fully. Please return this form to the plan administrator. If you have any questions, call Pension Service at (770) 952-5225 or toll-free at (800) 736-7166. IEl'lROLLMlE;\JT A:\D INVESTMENT AUTHORIZATION FORM 1998 Augusta Money Purchase Plan "ame of Plan 257-00049 Case Number Please complete the following with a ball-point pen; print clearly. The infomlation provided should be current as of the date the fonn is completed. You must complete sections [ & HI. SECTIO:\ I - General Information Social Security Number Last ~ amc First Name MI Employee Number Date of Hire Date of Birth Age Sex Number and Street Additional Ylailing Information (PO Bo~) City State I.lp Home Phone Work Phone SECTION II - Contribution Election: Employer Base Contribution Q Employee Contribution Q I receive a paycheck: Weekly (52) D l3i-\\'eckly (26) D Semi-Monthly (24) D Monthly(12) D SECTION In - Investment Election This investment election will be applied to all contributions made to this Plan after this date. Assets previously deposited at Nationwide will not be changed by this election. I hereby authorize all future contributions to be invested as follows: Funds Selected VRU# Whole % F,,"ds Selected VRU Whole % per ftmd* # per ftmd * Nationwide Guaranteed Interest Account 800 .0% Janus Fund 320 .0% Nationwide Money Market Fund 360 .0% Dreyfus Balanced Fund 219 .0% Federated Bond Fund 235 .0% American Century Growth & Income 165 .0% Fidelity Ad\'isors Growth Opportunities T 240 .O'~ U Nationwide Fund 385 .0(Yu Fidelity Advisors HilZh Yield Fund T 285 .0% Portfolio 2 Short-Term 450 0"1. . " Neuberger Berman Guardian Trust 565 UU' Portfolio I ('onservati\'c Short- Term 465 .01~.U . Yo Dreyfus S & P 500 Index Fund 205 .0% Twentieth Century Ultra 580 .0% Templeton Foreign Fund 550 .0% Warburg Pincus Emerging Growth 600 .0% * NOTE: Whole percenta!!es onlv. no fractions or decimals. Total % of all funds chosen must eauall 00% SECTION IV - Signature Your Slgnatun: Date Make sure that you have completed each section fully. Please return this form to the plan administrator. If you have any questions, call1Pension Service at (770) 952-5225 or toll-free at (800) 736-7166. E~ROLILME~T A~D I~VESTME~T AUTHORJ[ZA T[O~ FORtVi 1998 Augusta :Vloney Purchase Plan !'\ame of Plan 257-00049 Case Number Please complete the following with a ball-point pen; print c1earl\'. The infonnation provided should be current as of the date the form is completed. You must complete sections n & un. SECTI()~ 1- General Information SocIal Security Number LaSI \' amc First Name ~I Employee Number Date of Hire Dale of Birth Age Sex :\lumber and Street Additional V1ailing Information (PO 130\) City State I.lp Home Phonc Work Phone SECTION II - Contribution Election: Employer Base Contribution Q Employee Contribution Q I recei'.e a paycheck: Weekly (52) D l3i-\\'ed.ly (26) D Scmi-Monthly (24) D Monthly(12) D SECTION liB - Investment Election This investment election will be applied to all contributions made to this Plan after this date. Assets previously deposited at ~ationwide will not be changed by this election. I hereby authorize all future contributions to be invested as follows: FUllds Selected VRU# Whole % FUllds Selected VRU Whole % per /illld* # per /illul * Nationwide Guaranteed Interest Account 800 .0% Janus Fund 320 Olll . III Nationwide Monev Market Fund 360 .0% Drevfus Balanced Fund 219 .0% Federated Bond Fund 235 001 American Century Growth & Income 165 .0% . '0 Fidelity Ad,.isor~ <'Jrowth OpportUI1lIIl:S T 240 .Ol~ n :\utlonwlde Fund 385 .0% Fidelity Advisors High Yield Fund T 2g5 .0lJtu Portfolio 2 Short-Term 450 Olll . II Neuberger Berman Guardian Trust 565 un.. Portfolio 1 Conservati '.C Short- Term 465 .Ollll . II Dreyfus S & P 500 Index Fund 205 .O~/ll Twentieth Century Ultra 580 .0% Templeton Foreign Fund 550 .0% Warburg Pincus Emerging Growth 600 .0% * NOTE: \Vhole percental!es onl\'_ no fractions or decimals. Total % of all funds chosen must eaual 100% SECTIO~ IV - Signature Your SIgnature Date Make sure that you ha\'e completed each section fully. Please return this form to the plan administrator. [f you have any questions, call1Pension Service at (770) 952-5225 or toll-free at (800) 736-7166. IE:\ROLLME:\T A:\D Il\VESTME:\T AUTHORIZATION FORM 1998 Augusta :\loney Purchase Plan I\ame of Plan 257-00049 Case Number Please complete the following with a ball-point pen; print clearly. The information provided should be current as of the date the fOlm is completed. You must complete sections n & HI. SECTlO:\" I - General Information SocIal Securlly Number Last :-'<amc First Name MI Employee :-.lumber Date of Hire Date of Bil1h Age Sex Number and Street Additional \hliling Information (PO Bo\) City State I.lp Home Phone Work Phone SECTION II - Contribution Election: Employer Base Contribution Q Employee Contribution Q I recei,'e a paycheck: Weekly (52) D Bi-\\'cd.ly (26) D Semi-Monthly (24) D Monthly(12) D SECTION III - Investment Election This investment election will be applied to all contributions made to this Plan after this date. Assets previously deposited at ~ationwide will not be changed by this election. [hereby authorize all future contributions to be invested as follows: FUllds Selected VRU# Whole % FUllds Selected VRU Whole % oer fillld* # per fiuul * Nationwide Guaranteed Interest Account 800 .0% Janus Fund 320 .0% Nationwide Money Market Fund 360 .O~.;) Drevfus Balanced Fund 219 .0% Federated Bond Fund JJ.:i .0% American Century Growth & Income 165 .0%) , Fidelitv Ad,'isor~ (jro\\th OpportUl1ltlcs T 240 .0"'0 !\ulIon\\ide Fund 385 .0% Fidelitv Advisors High Yield Fund T 285 .0% Portfolio 2 Short-Term 450 on. . " Neubefl!er Berman Guardian Trust 565 .1)"';) Portfolio 1 Conservative Short- Term 465 .O'!'u Drevfus S & P 500 Index Fund 205 .O(~u Twentieth Century Ultra 580 .0% Temoleton ForeilZn Fund 550 .0% WarbuTl.! Pincus Emerging Growth 600 .0% * NOTE: Whole percenta\',:es onl\'. no fractions or decimals. Total ul., of all funds chosen must eQual 100% SECTlO~ IV - Signature Y uur Signature Date l\-iake sure that you have completed each section fully. Please return this form to the plan administrator. If you have any questions, call Pension Service at (770) 952-5225 or toll-free at (800) 736-7166. ENROLLMENT A~D INVESTMENT AUTHORIZATION FORM ] 998 Augusta Money Purchase Plan Name of Plan 257-00049 Case Number Please complete the following with a ball-point pen; print clearly. The information provided should be current as of the date the form is completed. You must complete sections I & HI. SECTIOl'l1 - Gcncral Information Social Security Numbcr Lasl Namc First i\ame MI Employee Number Dale of Hire Dale of Bil1h Age Sex Number and Street Additional Mailing Information (PO Box) Cily State ZIp Home Phone Work Phonc SECTiO~ II - Contribution Election: Employer Base Contribution Q Employee Contribution Q I recei\'e a paycheck: Weekly (52) D Hi-Weckly (26) D Scmi-Monthly (24) D Monthly(12) D SECTION HI - Invcstment Election This investment election will be applied to all contributions made to this Plan after this date. Assets previously deposited at Nationwide wiII not be changed by this election. I hereby authorize all future contributions to be invested as follows: Funds Selected VRU# Whole % Funds Selected VRU Whole % pel'flllul* # perfillu[ * Nationwide Guaranteed Interest Account 800 .0% Janus Fund 320 .0% Nationwide Money Market Fund 360 .0% Dreyfus Balanced Fund 219 .0% Federated Bond Fund 235 .0% Amcrican Century Growth & Income 165 .0% Fidelity Advisors Growth Opportunities T 240 .0% NatlOnwidcFund 385 .0% Fidelity Advisors Hi~h Yield Fund T 285 .0% Portfolio 2 Short-Term 450 .0% Neuberger Berman Guardian Trust 565 .U% Portfolio I Conservativc Short- Term 465 .0% Dreyfus S & P 500 Index Fund 205 .0% Twt:ntieth Century Ultra 580 .0% Templeton Foreign Fund 550 .0% Warburg Pincus Emerging Growth 600 .0% * NOTlE: Whole percental!es only. no fractions or decimals. Total (XI of all funds chosen must equal 100% SECTION IV - Signature Your Signature Date Make sure that you have completed each section fully. Please return this form to the plan administrator. If you have any questions, call Pension Service at (770) 952-5225 or toll-free at (800) 736-7166. Plan Name: 1998 Auausta Monev Purchase Plan Case: 257-00049 BENEFICIARY DESIGNATION FORM (Please t) pe or print c1ea.-l~) Social S~~unt) \umber: Please indicate iflhls is D Designating d Bendiclary D [jeneliclar~ t 'hange I. Your full name: I asl I'II't Il1Ilial 2. Current address: :>;umber Street AptlBox # City 3. How may we reach you by phone? State Zip Work \'umbl'r Home \'umber 4. Primary Beneficiary Name Relationship to Participant 5. Contingent Beneficiary Name Relationship to Participant ---------- (A Contingent Beneficiary will receive a death benefit only ifno primary beneficiary is living at the participant's death) This beneficiary designation applies to all funding options unless otherwise noted above. I, us a participant in thc pl:m. do hereby revoke any previous beneficiary infomlation, and spcclfy the above named persons as bl:ndiciary(ies). o Signature of Participant PLEASE ~OTE: Wilness can.!!.!!.! be a named beneficiary! Date Signed Signature of Witness Street Addrcss of Witness Please Prmt :\ame of \Vltness City State Lip Plan Name: Case: 257-00049 1998 Auqusta Monev Purchase Plan BENEFICIARY DESIGNATION FORM (PIl.':ISl.' t~ pc or print dcarl~) Social SecurIlY :\umber: Please indicate if this IS D Deslgnallng ,I Beneficiary D l3eneliclar} l'hange I. Your full namc: I.ast FII.,t Initial 2. Current addrcss: "umber Street AptlBo.x 1/ City Stale Zip 3. How may we reach you by phone? Work "umbL'r Home :\lumber 4. Primary Bcneficiary Name Relationship to Participant 5. Contingent Beneficiary Name Relationship to Participant (A Contingent Bencticlary will rccci\'c a death bcnefit only ifno primary beneficiary is living at the participant's death) This beneficiary designation applies to all funding options unless otherwise noted above. I, as a participant in the plan, do hereby revoke any previous beneficiary information, and spec I t~. thl: abovc named persons as bl'n.:fici:lry(ies). o Signature of Participant PLEASE "OTE: Witness can 1101 he 1I 1I11111ed heneficillry! Date Signed Signature of Witness Strcet Address of Witness Please Pnnt :\'ame of Wltncss ----_. ---------- ----.-.-- City State Zip Plan Name: 1998 Augusta Monev Purchase Plan Case: 257-00049 BENEFICIARY DESIGNATION FORM (Plcase t~ pl' or print dearl~ ) Social Sccunt~ \umber: Please mdlcate iflhls IS D Designating .1 Benelielar~ D Ileneliclar~ t 'hange I, Your full name: I a,1 FIN IllItlal 2. Current address: :\ umber Streel AptlBox 11 City 3. How may we reach you by phone? Slale lip Work "lImb,-r /Iome :\umber 4. Primary Beneficiary Name Relationship to Participant 5. Contingent Beneficiary Name Rclationship to Participant (A Contingent BenefiCiary will recei\'e a death benefit only ifno primary beneficiary is living at the participant's death) This beneficiary designation applies to all funding options unless otherwise noted above. I, as a participant in the plan. do hereby revoke any previous beneficiary infomlation, and spccdY the above named persons as bl.'ncficiary(ies). o Signature of Participant PLEASE :'iOTE: Witlless call 1101 be a lIamed belleficiary! Date Signed Signature of Witness Street Address of Witness Please Pnnt !'\ame of Wllness Cit)' State Zip Plan Name: 1998 Augusta Monev Purchase Plan Case: 257-00049 BENEFICIARY DESIGNATION FORM (Please t~ pc or print c1e:lrl~) SOClil1 SeclInI) 'ulllber: Please mdicate if this I~ D Deslgnallng d Belwficlar~ D Bcnenclar~ l'hange I. Your tulln:lllle: I a.1 1"1"'1 In ilia I 2. Current address: :\ umber SII'CCI Aplll3o.x ;I City Slate Zip 3. How may we reach you by phone'? _. Work :'\umb.'r lIomc :'\umber 4. Primary Beneficiary Name Relationship to Participant 5. Contingent Beneficiary ~ame Relationship to Participant (A Contingent BeneficIary will recei,'e a death benefit only ifno primary beneficiary is living at the participant's death) This beneficiary designation applies to all funding options unless otherwise noted above. I, as a participant in the pltlll, do hereby revoke any previous beneficiary infonn:ltion, and specitY the .Ibo\'e named persons as bl'ndi.:i.lry(ies). 0) Signature of Participant PLEASE :\'OTE: Witness can not be a named beneticiary! Date Signed Signature of Witness Street Address of Witness Please Prmt ':lme of \\'1II1e55 City State LIp Case: 257-00049 Plan Name: 1998 Augusta Money Purchase Plan BENEFICIARY DESIGNATION FORM (Please type or print clearly) Social Security Number: Please indicale iflhis is D Designating a Benellclary D Benefiemry ('hange Initial Apt/Box # Stale Zip l'lome Number Relationship to Participant 5. Contingent Beneficiary Name Relationship to Participant (A Contingent Beneficiary will receive :1 death benefit only ifno primary beneficiary is living at the paJ1ieipant's death) This beneficiary designation applies to all funding options unless otherwise noted above. I, as a participant in the plan, do hereby revoke any previous beneficiary infomlation, and specify the above named persons liS bcncficiary(ics). o Signature of Participant PLEASE I'iOTE: Witnes~ can not be 8 named beneficiary! Date Signed Signature of Witness Street Address of Witness Please Print Name of Witness City State Zip O(~ i 1f1a. ~ r----- -:-=.=.-:.:==- ::.:.:..::::: :-,:::,":".-=... F , ~~" c ';~~;I! tf'rf":. //;' '. ~)(i'\ .~ .1(.1.1/(-:7 ,~.) (..~/ ,.'-"~ DISTRIBUTION FORMS Enclosed is a distribution package for you to read and complete in order that your Money Purchase Plan balance can be handled according to your wishes. Your decision will have certain tax. consequences, so please read the material carefully and consult your tax. advisor if you need further assistance. You may take thirty (30) days to make your decision and then return the completed forms to the plan administrator. You may, however, waive the 3D-day period by returning the signed Waiver and the Application for Benefits sooner. Please return the signed Waiver (if applicable) and the Application for Benefits to: Pension Service Company 1100 Circle 75 Pkwy. Suite 320 Atlanta, GA 30339 Should you have any questions, please call Pension Service Company at (770) 952-5225 or (800) 736-7166. WAIVER OF 3<<b-JI}A Y TliME lPERliOJI} FOR CONSENTliNG TO JI}liSTRliB1UTliON The attached "NOTICE: Special Tax Rules On Distributions" explains, among other things, your right to choose to have your plan benefits directly rolled over either to an IRA or another qualified plan, or to have your benefits paid directly to you. If you choose to have your benefits paid directly to you, 20% of the payment will automatically be withheld and sent to the IRS as income tax withholding. You have a right to consider your decision of whether or not to elect a direct rollover for at least 30 days from the date you receive the attached NOTICE. You can waive the 30-day period by filling in the enclosed APPLICATION FOR BENEFITS form, indicating on the form whether you want your benefits directly rolled over to another plan or IRA, or paid directly to you, and submitting the signed form to the plan administrator along with this signed Waiver Form. The submission of your completed application before the end of the 30-day waiting period will constitute a waiver of the period and your election may be implemented in less than 30 days from the time you received this NOTICE. REMlEMlB1E:R, you llnave tllne Il"ngM to cOllnsidlell" youll" dlecnsnon fOil" a fllln 30 days fll"om tine tnme yoan Il"eceive tllnns NOTICE before IllIIlalldng an electnon about your benefits. ]I.. lIllllsen1 tllne date you recenved th.is FOll"m in the (IDate) space lI1ell"e. I received the "Notice: Special Tax Rules On Distributions" on (Date) and have made an affirmative election on the "Application for Benefits" Form to either make or not make a direct rollover of my benefits to an IRA or another qualified plan. I hereby waive my right to a 30-day period in which to consider the decision of whether or not to elect a direct rollover. 2. JPrnnt your name, sign andl date. Return tll1e Form to tll1e plan administratoll". (Date) Printed Name of Participant or Beneficiary Signature of Participant or Beneficiary IRS EXPLANATION OF DIRECT ROLLOVER, WITHHOLDING AND TAX RULES IMPORTANT WARNING: The Small Business Jo~ Protection Act, enacted on August 20, 1996, makes numerous changes to the pension law requirements. The explanation below, which is required by the IRS, is no longer accurate in all respects on account of these new laws. Please consult your tax advisor regarding your distribution. This notice contains important information you will need before you decide how to receive your benefits from the Money Purchase Plan (the "Plan"). SUMMARY A payment from the Plan that is eli.&ible for "rollover" can be taken in two ways. You can have air or any portion of your paYl1lent either (n PAID IN A "DIRECT ROLLOVER" or (2) PAID TO YOU. A rollover is a payment of your Plan benefits to your individual retirement arr8!1.Eement (IRA) or to another employer plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or, if you choose, to another employer plan that accepts your rollover. Your payment will be taxed later when you take it out of the IRA or the employer plan. If you choose to have your Plan benefits PAID TO YOU: You will receive only 80% of the payment, because the Plan administrator is required to withhold 20% of the payment and send it to the IRS as income tax with- holding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. However, if you re- ceive the payment before age 59 1/2, you also may have to pay an additional 10% tax, with certain exceptions (see below) You can roll over the payment by paying it to your IRA or to another employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer plan. If you want to roll over 100% of the payment to an IRA or an employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from the Plan may be "eligible rollover distri- butions." This means that they can be rolled over to an IRA or to another employer plan that accepts rollovers. Your Plan administrator should be able to tell you what portion of your payment is an eligible rollover distribution. The following types of payments cannot be rolled over: Non-Taxable Payments. In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to the Plan, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. (After-tax employee contributions generally are contributions you made from your own pay that were already taxed.) Payments Spread Over Long Periods. You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for: your lifetime (or your life expectancy) or your lifetiJ:ne and your beneficiary's ll?etime (or life expectancies), or a period often years or more. Required Minimum Payments. Beginning in the year you reach age 70 1/2, a certain portion of your payment cannot be rolled over because it is a "required minimum payment" that must be paid to you. n. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is paid directly from the Plan to an IRA or another employer plan that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer plan. Direct Rollover to an IRA. You can open an IRA to receive the direct rollover. (The term "IRA," as used in this notice, includes individual retirement accounts and individual retirement annu- ities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a fmancial institution) to find out how to have your payment made in a direct rollover to an IRA at that institution. If you are unsure of how to invest your money, you can temporarily establish an IRA to receive the payment. However, in choosing an IRA, you may wish to consider whether the IRA you choose will allow you to move all or a part of your payment to another IRA at a later date, without penalties or other limitations. See IRA Publication 590, Individual Retirement Arrangements, for more information on IRAs (including limits on how often you can roll over between IRAs). Direct Rollover to a Plan. If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. Direct Rollover of a Series of Payments. If you receive eligible rollover distributions that are paid in a series for less than ten years, your choice to make or not make a direct rollover for a payment will apply to all later payments in the series until you change your election. You are free to change your election for any later payment in the series. III. PAYMENT PAID TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax roles may apply. Income Tax Withholding: Mandatory Withholding. If any portion of the payment to you is an eligible rollover distribution, the Plan is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because the Plan must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from the Plan. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. Voluntary Withholding. If any portion of your payment is not an eligible rollover distribution but is taxable, the mandatory withholding rules described above do not apply. In this case, you may elect not to have withholding apply to that portion. To elect out of withholding, ask the Plan administrator for the election form and related information. Sixty-Day Rol/over Option. If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer plan that accepts rollovers. If you decide to roll over, you must make the rol/over within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. Example: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000 and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer plan. To do this, you roll over the $8,000 you received from the Plan, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000). Additional 10% Tax /fYou Are Under Age 59 1/2. If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your payment if it is (l) paid to you because you separate from service with your employer during or after the year you reach age 55, (2) paid because you retire due to disability, (3) paid to you as equal (or almost equal) payments over your life or life expectancy (or your and your beneficiary's lives or life expectancies), or (4) used to pay certain medical expenses. See IRS Form 5329 for more information on the additional 10% tax. Special Tax Treatment. If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under the Plan (and certain other similar plans of the employer) that is payable to you because you have reached 59 1/2 or have separated from service with your employer (or, in the case of a self-employed individual, because you have reached age 59 1/2 or have become disabled). For a payment to qualify as a lump sum distribution, you must have been a participant in the Plan for at least 5 years. The special tax treatment for lump sum distribution is described below. Five-Year Averaging. If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging". Five-year averaging often reduces the tax you owe because it treats the payment much as if it were paid over 5 years. Ten-Year Averaging /fYou Were Born Before January 1, 1936. If you receive a lump sum distribution and you were born before January I, 1936, you can make a one-time election to figure the tax on the payment by using "IO-year averaging" (using 1986 tax rates) instead of 5-year averaging (using current tax rates). Like the 5-year averaging rules, IO-year averaging often reduces the tax you owe. Capital Gain Treatment /f You Were Born Before January 1, 1936. In addition, if you receive a lump sum distribution and you were born before January I, 1936, you may elect to have the part of your payment that is attributable to your pre-I 974 participation in the Plan (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions that you receive in that same year. If you have previously rolled over a payment from the Plan (or certain other similar plans of the employer), you cannot use this special tax treatment for later payments from the Plan. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. Employer Stock or Securities. There is a special rule for a payment from the Plan that includes employer stock (or other employer securities). To use this special rule, (I) the payment must qualify as a lump sum distribution, as described above (or would qualify except that you do not yet have 5 years of participation in the Plan), or (2) the employer stock included in the payment must be attributable to "after-tax" employee contributions, if any. Under this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plan. For example, if employer stock was contributed to your Plan account when the stock was worth $1,000 but the stock was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in value until you later sold the stock. You may instead elect not to have the special rule apply to the net unrealized appreciation. In this case, your net unrealized appreciation will be taxed in the year you receive the stock, unless you roll over the stock. The stock (including any net unrealized appreciation) can be rolled over to an IRA or another employer plan either in a direct rollover or a rollover that you make yourself. If you receive employer stock in a payment that qualifies as a lump sum distribution, the special tax treatment for lump sum distributions described above (such as 5-year averaging) also may apply. See IRS Fonn 4972 for additional infonnation on these rules. .nV. SURVIVING SJPOUSlESl..ALTERNATE JPA YlElES AND 01l'HER BEl"lElFICIARIES In general, the rules summarized above that apply to payments to employees also apply to payments to surviving spouses of employees and to spouses or fonner spouses who are "alternate payees". You are an alternate payee if your interest in the Plan results from a "qualified domestic relations order", which is an order issued by a court, usually in connection with a divorce or legal separation. Some of the rules summarized above also apply to a deceased employee's beneficiary who is not a spouse. However, there are some exceptions for payments to surviving spouses, alternate payees and other beneficiaries that should be mentioned. If you are a surviving spouse, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. If you have the payment paid to you, you can keep it or roll it over yourself to an IRA but you cannot roll it over to an employer plan. If you are an alternate payee, you can have the same choices as the employee. Thus, you can have the payment paid as a direct rollover or paid to you. If you have it paid to you, you can keep it or roll it over yourself to an IRA or to another employer plan that accepts rollovers. If you are a beneficiary other than the surviving spouse, you cannot choose a direct rollover, and you cannot roll over the payment yourself. If you are a surviving spouse, an alternate payee, or another beneficiary, your payment is not subject to the additional 10% tax described in section III above, even if you are younger than age 59 112. If you are a surviving spouse, an alternate payee, or another beneficiary, you may be able to use the special tax treatment for lump sum distributions and the special rule for payments that include employer stock, as described in section III above. If you receive a payment because of the employee's death, you may be able to treat the payment as a lump sum distribution if the employee met the appropriate age requirements, whether or not the employee had 5 years of participation in the Plan. HOW 11'0 OlIn AIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take a payment of your benefits from the Plan. Also, you can find more specific infonnation on the tax treatment of payments from qualified retire- ment plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. APPLICATION FOR BENEFITS (please print clearly or type) Plan Name: Au~sta Richmond County Money Purchase Plan Date: As a Participant in the above Plan, I hereby request payment of my benefit as provided below: 1. Name: Address: (Street or PO Box) (City, State & Zip) 2. Reason for payment [ ] Termination of employment (including retirement) Termination Date: [ ] Attainment of age 70-112 (required minimum distribution, unless still working). [ ] Termination of Plan. [ ] Death. [ ] Disability . Social Security No. 3. Form of payment [ ] Normal Form under the Plan. [ ] Lump Sum. 4. Direct Rollover or Transfer: [ ] I choose to have my benefit paid in a direct rollover (transfer) to: [] My IRA Name of IRA Account: Account Number: Name of Bank: Address of Bank: Bank ABA Number: (if wire transfer) [] Another Plan. Name of Plan: Name of Employer: Address of Employer: Trust Account Number: (if wire transfer) NOTE: It is your obligation to insure that the Employer Plan named above will accept the transfer of your benefit payment. Also, only taxable monies may be rolled into another Plan or an IRA. Any non- taxable monies (after-tax) will be distributed to you. 6. [] I choose to have my benefit paid directly to me. Date: Signature of Participant DISTRIBUTION FORMS Enclosed is a distribution package for you to read and complete in order that your Money Purchase Plan balance can be handled according to your wishes. Your decision will have certain tax consequences, so please read the material carefully and consult your tax advisor if you need further assistance. You may take thirty (30) days to make your decision and then return the completed forms to the plan administrator. You may, however, waive the 30-day period by returning the signed Waiver and the Application for Benefits sooner. Please return the signed Waiver (if applicable) and the Application for Benefits to: Pension Service Company 1100 Circle 75 Pkwy. Suite 320 Atlanta, GA 30339 Should you have any questions, please call Pension Service Company at (770) 952-5225 or (800) 736-7166. W AITVJElR OlF 3 <<D-l())A Y l'ITME JP>ElRITOl()) lFOlR CONSENl'ITNG 1'0 l())ITSl'lRITlB1Ul'ITON The attached "NOTICE: Special Tax Rules On Distributions" explains, among other things, your right to choose to have your plan benefits directly rolled over either to an IRA or another qualified plan, or to have your benefits paid directly to you. If you choose to have your benefits paid directly to you, 20% of the payment will automatically be withheld and sent to the IRS as income tax withholding. You have a right to consider your decision of whether or not to elect a direct rollover for at least 30 days from the date you receive the attached NOTICE. You can waive the 30-day period by filling in the enclosed APPLICATION FOR BENEFITS form, indicating on the form whether you want your benefits directly rolled over to another plan or IRA, or paid directly to you, and submitting the signed form to the plan administrator along with this signed Waiver Form. The submission of your completed application before the end of the 30-day waiting period will constitute a waiver of the period and your election may be implemented in less than 30 days from the time you received this NOTICE. REMEMBER, yoan Rnave ttRne rightt to consider YOlllr decision for a fulD 30 days from the time YOlll receive this NO'flICE before malking an eDection about your benefits. :D.. lInsert tRne date yoan received this :!Form in tllne (Date) space here. I received the "Notice: Special Tax Rules On Distributions" on (Date) and have made an affirmative election on the "Application for Benefits" Form to either make or not make a direct rollover of my benefits to an IRA or another qualified plan. I hereby waive my right to a 30-day period in which to consider the decision of whether or not to elect a direct rollover. 2. Print your name, sign amI! date. Return tine :!Form to the pDan administrator. (Date) Printed Name of Participant or Beneficiary Signature of Participant or Beneficiary IRS EXPLANATION OF DIRECT ROLLOVER, WITIDIOLDING AND TAX RULES IMPORTANT WARNING: The Small Business Job Protection Act, enacted on August 20, 1996, makes numerous changes to the pension law requirements. The explanation below, which is required by the IRS, is no longer accurate in all respects on account of these new laws. Please consult your tax advisor regarding your distribution. This notice contains important infonnation you will need before you decide how to receive your benefits from the Money Purchase Plan (the "Plan"). SUMMARY A payment from the Plan that is eHgible for "rollover" can be taken in two ways. You can have air or a'!)l portion of your payment either (I) PAID IN A "DIRECT ROLLOVER" or (2) PAID TO YOU. A rollover is a payment of your Plan benefits to your individual retirement arra.!1~ement (IRA) or to another employer plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or, if you choose, to another employer plan that accepts your rollover. Your payment will be taxed later when you take it out of the IRA or the employer plan. If you choose to have your Plan benefits PAID TO YOU: You will receive only 80% of the payment, because the Plan administrator is required to withhold 20% of the payment and send it to the IRS as income tax with- holding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. However, if you re- ceive the payment before age 59 1/2, you also may have to pay an additional I 0% tax, with certain exceptions (see below) You can roll over the payment by paying it to your IRA or to another employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer plan. If you want to roll over 100% of the payment to an IRA or an employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from the Plan may be "eligible rollover distri- butions." This means that they can be rolled over to an IRA or to another employer plan that accepts rollovers. Your Plan administrator should be able to tell you what portion of your payment is an eligible rollover distribution. The following types of payments cannot be rolled over: Non-Taxable Payments. In general, only the "taxable portion" of your payment is an eHgible rollover distribution. If you have made "after-tax" employee contributions to the Plan, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. (After-tax employee contributions generally are contributions you made from your own pay that were already taxed.) Payments Spread Over Long Periods. You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for: your lifetime (or your life expectancy) or your lifetitpe and your beneficiary's lltetime (or life expectanCIes), or a period often years or more. Required Minimum Payments. Beginning in the year you reach age 70 1/2, a certain portion of your payment cannot be rolled over because it is a "required minimum payment" that must be paid to you. II. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is paid directly from the Plan to an IRA or another employer plan that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer plan. Direct Rollover to an IRA. You can open an IRA to receive the direct rollover. (The tenn "IRA," as used in this notice, includes individual retirement accounts and individual retirement annu- ities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to find out how to have your payment made in a direct rollover to an IRA at that institution. If you are unsure of how to invest your money, you can temporarily establish an IRA to receive the payment. However, in choosing an IRA, you may wish to consider whether the IRA you choose will allow you to move all or a part of your payment to another IRA at a later date, without penalties or other limitations. See IRA Publication 590, Individual Retirement Arrangements, for more infonnation on IRAs (including limits on how often you can roll over between IRAs). Direct Rollover to a Plan. If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. Direct Rollover of a Series of Payments. If you receive eligible rollover distributions that are paid in a series for less than ten years, your choice to make or not make a direct rollover for a payment will apply to all later payments in the series until you change your election. You are free to change your election for any later payment in the series. III. PAYMENT PAID TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. Income Tax Withholding: Mandatory Withholding. If any portion of the payment to you is an eligible rollover distribution, the Plan is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because the Plan must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from the Plan. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. Voluntary Withholding. If any portion of your payment is not an eligible rollover distribution but is taxable, the mandatory withholding rules described above do not apply. In this case, you may elect not to have withholding apply to that portion. To elect out of withholding, ask the Plan administrator for the election form and related information. Sixty-Day Rollover Option. If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer plan that accepts rollovers. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must fmd other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. Example: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000 and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer plan. To do this, you roll over the $8,000 you received from the Plan, and you will have to fmd $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000). Additional 10% Tax If You Are Under Age 59 1/2. If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your payment if it is (1) paid to you because you separate from service with your employer during or after the year you reach age 55, (2) paid because you retire due to disability, (3) paid to you as equal (or almost equal) payments over your life or life expectancy (or your and your beneficiary's lives or life expectancies), or (4) used to pay certain medical expenses. See IRS Form 5329 for more information on the additional 10% tax. Special Tax Treatment. If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treabnent. A lump sum distribution is a payment, within one year, of your entire balance under the Plan (and certain other similar plans of the employer) that is payable to you because you have reached 59 1/2 or have separated from service with your employer (or, in the case of a self-employed individual, because you have reached age 59 1/2 or have become disabled). For a payment to qualify as a lump sum distribution, you must have been a participant in the Plan for at least 5 years. The special tax treatment for lump sum distribution is described below. Five-Year Averaging. If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging". Five-year averaging often reduces the tax you owe because it treats the payment much as if it were paid over 5 years. Ten-Year Averaging If You Were Born Before January 1, 1936. If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10-year averaging" (using 1986 tax rates) instead of 5-year averaging (using current tax rates). Like the 5-year averaging rules, 10-year averaging often reduces the tax you owe. Capital Gain Treatment If You Were Born Before January 1, 1936. In addition, if you receive a lump sum distribution and you were born before January I, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the Plan (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions that you receive in that same year. If you have previously rolled over a payment from the Plan (or certain other similar plans of the employer), you cannot use this special tax treatment for later payments from the Plan. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treabnent. Employer Stock or Securities. There is a special rule for a payment from the Plan that includes employer stock (or other employer securities). To use this special rule, (1) the payment must qualify as a lump sum distribution, as described above (or would qualify except that you do not yet have 5 years of participation in the Plan), or (2) the employer stock included in the payment must be attributable to "after-tax" employee contributions, if any. Under this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plan. For example, if employer stock was contributed to your Plan account when the stock was worth $1,000 but the stock was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in value until you later sold the stock. You may instead elect not to have the special rule apply to the net unrealized appreciation. In this case, your net unrealized appreciation will be taxed in the year you receive the stock, unless you roll over the stock. The stock (including any net unrealized appreciation) can be rolled over to an IRA or another employer plan either in a direct rollover or a rollover that you make yourself. If you receive employer stock in a payment that qualifies as a lump sum distribution, the special tax treabnent for lump sum distributions described above (such as 5-year averaging) also may apply. See IRS Fonn 4972 for additional infonnation on these rules. IV. SURViVING SlPOUSEStALTERNATE lP A YIEIES AND OTHER BE~EFICIARIES In general, the rules summarized above that apply to payments to employees also apply to payments to surviving spouses of employees and to spouses or fonner spouses who are "alternate payees". You are an alternate payee if your interest in the Plan results from a "qualified domestic relations order", which is an order issued by a court, usually in connection with a divorce or legal separation. Some of the rules summarized above also apply to a deceased employee's beneficiary who is not a spouse. However, there are some exceptions for payments to surviving spouses, alternate payees and other beneficiaries that should be mentioned. If you are a surviving spouse, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. If you have the payment paid to you, you can keep it or roll it over yourself to an IRA but you cannot roll it over to an employer plan. If you are an alternate payee, you can have the same choices as the employee. Thus, you can have the payment paid as a direct rollover or paid to you. If you have it paid to you, you can keep it or roll it over yourself to an IRA or to another employer plan that accepts rollovers. If you are a beneficiary other than the surviving spouse, you cannot choose a direct rollover, and you cannot roll over the payment yourself. If you are a surviving spouse, an alternate payee, or another beneficiary, your payment is not subject to the additional 10% tax described in section III above, even if you are younger than age 59 1/2. If you are a surviving spouse, an alternate payee, or another beneficiary, you may be able to use the special tax treatment for lump sum distributions and the special rule for payments that include employer stock, as described in section III above. If you receive a payment because of the employee's death, you may be able to treat the payment as a lump sum distribution if the employee met the appropriate age requirements, whether or not the employee had 5 years of participation in the Plan. HOW TO OBTAiN ADDITIONAL INlFORMA nON This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take a payment of your benefits from the Plan. Also, you can fmd more specific infonnation on the tax treatment of payments from qualified retire- ment plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1-800- TAX-FORMS. APPLICATION FOR BENElFITS (please print clearly or type) Plan Name: Augusta Richmond County Money Purchase Plan Date: As a Participant in the above Plan, I hereby request payment of my benefit as provided below: 1. Name: Address: (Street or PO Box) (City, State & Zip) 2. Reason for payment [ ] Termination of employment (including retirement) Termination Date: [ ] Attainment of age 70-1/2 (required minimum distribution, unless still working). [ ] Termination of Plan. [ ] Death. [ ] Disability . Social Security No. 3. Form of payment [ ] Normal Form under the Plan. [ ] Lump Sum. 4. Direct Rollover or Transfer: [ ] I choose to have my benefit paid in a direct rollover (transfer) to: [] My IRA Name of IRA Account: Account Number: Name of Bank: Address of Bank: Bank ABA Number: (if wire transfer) [] Another Plan. Name of Plan: Name of Employer: Address of Employer: Trust Account Number: (if wire transfer) NOTE: It is your obligation to insure that the Employer Plan named above will accept the transfer of your benefit payment. Also, only taxable monies may be rolled into another Plan or an IRA. Any non- taxable monies (after-tax) will be distributed to you. 6. [] I choose to have my benefit paid directly to me. Date: Signature of Participant DISTRIBUTION FORMS Enclosed is a distribution package for you to read and complete in order that your Money Purchase Plan balance can be handled according to your wishes. Your decision will have certain tax consequences, so please read the material carefully and consult your tax advisor if you need further assistance. You may take thirty (30) days to make your decision and then return the completed forms to the plan administrator. You may, however, waive the 30-day period by returning the signed Waiver and the Application for Benefits sooner. Please return the signed Waiver (if applicable) and the Application for Benefits to: Pension Service Company 1100 Circle 75 Pkwy. Suite 320 Atlanta, GA 30339 Should you have any questions, please call Pension Service Company at (770) 952-5225 or (800) 736-7166. W AJIVlElR OF 30-JDA Y 1LJIMJE lPJElRJIOJD FOlR CONSJEN1LJING 1LO JDJIS1LlRm1U1LJION The attached "NOTICE: Special Tax Rules On Distributions" explains, among other things, your right to choose to have your plan benefits directly rolled over either to an IRA or another qualified plan, or to have your benefits paid directly to you. If you choose to have your benefits paid directly to you, 20% of the payment will automatically be withheld and sent to the IRS as income tax withholding. You have a right to consider your decision of whether or not to elect a direct rollover for at least 30 days from the date you receive the attached NOTICE. You can waive the 3D-day period by filling in the enclosed APPLICATION FOR BENEFITS form, indicating on the form whether you want your benefits directly rolled over to another plan or IRA, or paid directly to you, and submitting the signed form to the plan administrator along with this signed Waiver Form. The submission of your completed application before the end of the 3D-day waiting period will constitute a waiver of the period and your election may be implemented in less than 30 days from the time you received this NOTICE. REMEMBER, you lI1ave tllne rigllnt to cOllRsidlell" YOlllr decisiollll for a full 30 days from tll1e time YOlllll"cceive tlh1is NOT][CE before malking aDD. electiolll ab01llt Y01llr bellRefits. 1. ][llRseri the date you receivedl tll1is Form in the (Date) space h.ere. I received the "Notice: Special Tax Rules On Distributions" on (Date) and have made an affirmative election on the "Application for Benefits" Form to either make or not make a direct rollover of my benefits to an IRA or another qualified plan. I hereby waive my right to a 3D-day period in which to consider the decision of whether or not to elect a direct rollover. 2. :!Print your DD.ame, sign and date. Return the Form to tine plan admillllistrator. (Date) Printed Name of Participant or Beneficiary Signature of Participant or Beneficiary IRS EXPLANATION OF DIRECT ROLLOVER, WITHHOLDING AND TAX RULES IMPORTANT WARNING: The Small Business Job Protection Act, enacted on August 20, 1996, makes numerous changes to the pension law requirements. The explanation below, which is required by the IRS, is no longer accurate in all respects on account of these new laws. Please consult your tax advisor regarding your distribution. This notice contains important information you will need before you decide how to receive your benefits from the Money Purchase Plan (the "Plan"). SUMMARY A payment from the Plan that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your paYl!lent either (1) PAID IN A "DIRECT ROLLOVER" or (2) PAID TO YOU. A rollover is a payment of your Plan benefits to your individual retirement aITa!l~ement (IRA) or to another employer plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or, if you choose, to another employer plan that accepts your rollover. Your payment will be taxed later when you take it out of the IRA or the employer plan. If you choose to have your Plan benefits PAID TO YOU: You will receive only 80% of the payment, because the Plan administrator is required to withhold 20% of the payment and send it to the IRS as income tax with- holding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. However, if you re- ceive the payment before age 59 1/2, you also may have to pay an additional 10% tax, with certain exceptions (see below) You can roll over the payment by paying it to your IRA or to another employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer plan. If you want to roll over 100% of the payment to an IRA or an employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. i. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from the Plan may be "eligible rollover distri- butions." This means that they can be rolled over to an IRA or to another employer plan that accepts rollovers. Your Plan administrator should be able to tell you what portion of your payment is an eligible rollover distribution. The following types of payments cannot be rolled over: Non-Taxable Payments. In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to the Plan, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. (After-tax employee contributions generally are contributions you made from your own pay that were already taxed.) Payments Spread Over Long Periods. You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for: your lifetime (or your life expectancy) or your IifetiIpe and your beneficiary's lifetime (or life expectancies), or a period of ten years or more. Required Minimum Payments. Beginning in the year you reach age 70 1/2, a certain portion of your payment cannot be rolled over because it is a "required minimum payment" that must be paid to you. II. ][)IRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is paid directly from the Plan to an IRA or another employer plan that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer plan. Direct Rollover to an IRA. You can open an IRA to receive the direct rollover. (The term "IRA," as used in this notice, includes individual retirement accounts and individual retirement annu- ities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a [mancial institution) to find out how to have your payment made in a direct rollover to an IRA at that institution. If you are unsure of how to invest your money, you can temporarily establish an IRA to receive the payment. However, in choosing an IRA, you may wish to consider whether the IRA you choose will allow you to move all or a part of your payment to another IRA at a later date, without penalties or other limitations. See IRA Publication 590, Individual Retirement Arrangements, for more information on IRAs (including limits on how often you can roll over between IRAs). Direct Rollover to a Plan. If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. Direct Rollover of a Series of Payments. If you receive eJjgible rollover distributions that are paid in a series for less than ten years, your choice to make or not make a direct rollover for a payment will apply to all later payments in the series until you change your election. You are free to change your election for any later payment in the series. III. PAYMENT PAID TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or ,. , another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. Income Tax Withholding: Mandatory Withholding. If any portion of the payment to you is an eligible rollover distribution, the Plan is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because the Plan must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from the Plan. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. Voluntary Withholding. If any portion of your payment is not an eligible rollover distribution but is taxable, the mandatory withholding rules described above do not apply. In this case, you may elect not to have withholding apply to that portion. To elect out of withholding, ask the Plan administrator for the election fonn and related infonnation. Sixty-Day Rollover Option. If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer plan that accepts rollovers. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. Example: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000 and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer plan. To do this, you roll over the $8,000 you received from the Plan, and you will have to fmd $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000). Additional 10% Tax /fYou Are Under Age 59 1/2. If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional10% tax does not apply to your payment if it is (I) paid to you because you separate from service with your employer during or after the year you reach age 55, (2) paid because you retire due to disability, (3) paid to you as equal (or almost equal) payments over your life or life expectancy (or your and your beneficiary's lives or life expectancies), or (4) used to pay certain medical expenses. See IRS Fonn 5329 for more infonnation on the additional 10% tax. Special Tax Treatment. If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under the Plan (and certain other similar plans of the employer) that is payable to you because you have reached 59 1/2 or have separated from service with your employer (or, in the case of a self-employed individual, because you have reached age 59 1/2 or have become disabled). For a payment to qualify as a lump sum distribution, you must have been a participant in the Plan for at least 5 years. The special tax treatment for lump sum distribution is described below. Five-Year Averaging. If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging". Five-year averaging often reduces the tax you owe because it treats the payment much as if it were paid over 5 years. Ten- Year Averaging /f You Were Born Before January I, 1936. If you receive a lump sum distribution and you were born before January I, 1936, you can make a one-time election to figure the tax on the payment by using "IO-year averaging" (using 1986 tax rates) instead of 5-year averaging (using current tax rates). Like the 5-year averaging rules, I O-year averaging often reduces the tax you owe. Capital Gain Treatment /f You Were Born Before January J, J936. In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the Plan (if any) taxed as long-tenn capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions that you receive in that same year. If you have previously rolled over a payment from the Plan (or certain other similar plans of the employer), you cannot use this special tax treatment for later payments from the Plan. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Fonn 4972, which has more infonnation on lump sum distributions and how you elect the special tax treatment. Employer Stock or Securities. There is a special rule for a payment from the Plan that includes employer stock (or other employer securities). To use this special rule, (1) the payment must qualify as a lump sum distribution, as described above (or would qualify except that you do not yet have 5 years of participation in the Plan), or (2) the employer stock included in the payment must be attributable to "after-tax" employee contributions, if any. Under this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plan. For example, if employer stock was contributed to your Plan account when the stock was worth $1,000 but the stock was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in value until you later sold the stock. You may instead elect not to have the special rule apply to the net unrealized appreciation. In this case, your net unrealized appreciation will be taxed in the year you receive the stock, unless you roll over the stock. The stock (including any net unrealized appreciation) can be rolled over to an IRA or another employer plan either in a direct rollover or a rollover that you make yourself. If you receive employer stock in a payment that qualifies as a lump sum distribution, the special tax treatment for lump sum distributions described above (such as 5-year averaging) also may apply. See IRS Fonn 4972 for additional infonnation on these rules. :O:V. SUlRViVING SPOUSESI..ALTERNATE P A YElES AND OTHER BE~EFICIARIES In general, the rules summarized above that apply to payments to employees also apply to payments to surviving spouses of employees and to spouses or fonner spouses who are "alternate payees". You are an alternate payee if your interest in the Plan results from a "qualified domestic relations order", which is an order issued by a court, usually in connection with a divorce or legal separation. Some of the rules summarized above also apply to a deceased employee's beneficiary who is not a spouse. However, there are some exceptions for payments to surviving spouses, alternate payees and other beneficiaries that should be mentioned. If you are a surviving spouse, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. If you have the payment paid to you, you can keep it or roll it over yourself to an IRA but you cannot roll it over to an employer plan. If you are an alternate payee, you can have the same choices as the employee. Thus, you can have the payment paid as a direct rollover or paid to you. If you have it paid to you, you can keep it or roll it over yourself to an IRA or to another employer plan that accepts rollovers. If you are a beneficiary other than the surviving spouse, you cannot choose a direct rollover, and you cannot roll over the payment yourself. If you are a surviving spouse, an alternate payee, or another beneficiary, your payment is not subject to the additional 10% tax described in section III above, even if you are younger than age 59 112. If you are a surviving spouse, an alternate payee, or another beneficiary, you may be able to use the special tax treatment for lump sum distributions and the special rule for payments that include employer stock, as described in section III above. If you receive a payment because of the employee's death, you may be able to treat the payment as a lump sum distribution if the employee met the appropriate age requirements, whether or not the employee had 5 years of participation in the Plan. HOW TO 081' AIIN ADD!TllONAL INlFORMA TlON This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take a payment of your benefits from the Plan. Also, you can fmd more specific infonnation on the tax treatment of payments from qualified retire- ment plans in IRS Publication 575, Pension and Annuity income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1-800- TAX-FORMS. APPlLICATION lFOR BENElFITS (please print clearly or type) Plan Name: Augusta Richmond County Money Purchase Plan Date: As a Participant in the above Plan, I hereby request payment of my benefit as provided below: 1. Name: Address: (Street or PO Box) (City, State & Zip) 2. Reason for payment [ ] Termination of employment (including retirement) Tennination Date: [ ] Attainment of age 70-1/2 (required minimum distribution, unless still working). [ ] Termination of Plan. [ ] Death. [ ] Disability. Social Security No. 3. Form of payment [ ] Normal Form under the Plan. [ ] Lump Sum. 4. Direct Rollover or Transfer: [ ] I choose to have my benefit paid in a direct rollover (transfer) to: [] My IRA Name of IRA Account: Account Number: Name of Bank: Address of Bank: Bank ABA Number: (if wire transfer) [] Another Plan. Name of Plan: Name of Employer: Address of Employer: Trust Account Number: (if wire transfer) NOTE: It is your obligation to insure that the Employer Plan named above will accept the transfer of your benefit payment. Also, only taxable monies may be rolled into another Plan or an IRA. Any non- taxable monies (after-tax) will be distributed to you. 6. [] I choose to have my benefit paid directly to me. Date: Signature of Participant o :11: ~ N~ !t}/.~ ('~ frO.~ ~~\\ (",VI r fi J' f!~: I . u\Jlr-.\L ~~~U'tJ'\'lV ,,[1, " : ,i ~'r, '\1 r~'" ~;! ..-;-, &' r'~ I~ r;..;:, ';:::.: . ! '.~'I ~,. , : '< u\ ~" ,., ~. .. ~ ~ \: ~.<?; ~~ :0) l.. 't .r\\ I. '\; ,....~; I' ~ C!l NATIONWIDE LIFE INSURANCE COMPANY Home Ollice . Columbus, Ohio (Hereinafter Called the Company) , ".7',r--. T;"'\'" "( 1-'\ D- .\ ,,1""..1 ),1_.. I I I --- I .~. '0_..- _ J!JL. 0 6 1998 c: III . . . . a II . . . 0 . . . . e I . . . . . . . (l . . . . . . . . . III C . . . . . . . . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . . . I . . . . . . . . III . . . . . . . . . . . . . . . . . . . . . . . . . . . In consideration of the Application for this Contract made by lIrusfte19(s) COl~ fch19 , ~ ~~8 Al!.ngl!.n$~ MOIl'll(9)f [pll!.nIi'(CIhl~S19 fl~~1l'll 1I1i'l!.nS~ (The Contractholder) and of the payment of Deposits as provided, the Company agrees to pay, in accordance with and subject to the terms and conditions of this Contract, the benefits set forth with respect to each Participant. Effective Date of Contract: July 01, 1998 Issue Date of Contract: June 22, 1998 Jurisdiction: Georgia o In witness whereof the Company has caused this Contract to be executed and duly attested on the Issue Date shown above. /~fl~ President ~uat Attest~ ~ Secretary All COlNlll~CTlUlAl VALUES BASED ONlllIHlE ~INIVIE~lI~EINIT RIESlUJlll~ Of /A ~IEIP'/ARA 11 IE /ACCOUlNIlI ~INIClUDIE[Q) ~lNIl1IHUS COlNlll~CT ARE V /AR~AIBl[E (~/A Y ~NCRlEASIE OR IOlIECRIE/ASlE) /AlNlfDl /ARE 1NI01l GlUJARANlIlElED AS 110 IDOllAR /AMOU~lI. - GROUI?' ~IEI?'ARA lIfE ACCOU~lr ANINIUnrV COlNllrfRAC1l' NOl. GAal?' lUJ8<<>>1 . 0 IF~XIED DOLLAR AN~U~lI~lES O~L y 1NI0INlaI?'ARlI~e~PA l~INIG A~INIUJ/Al /AIfilIPUC/A lI~Ob\!l Of [EXI?IER~IENCfE IRA lI~NG fPllAlNI APO-2243 VARIABLE o o CD TABLE OF CONTENTS ARTICLE PAGE CONTRACT SUMMARY PAGE....... ..... ...................... ..... .................... ......... 1 I. DEFINITIONS. ................................ ..... ....... .......... ...... .......... ........... ..............4 ~1. VARiABLE FUND 2.1 Variable Fund .................................................................................. 6 2.2 Amount Of Variable Fund................................................................. 6 2.3 Units.... .......... ................... ................... .......... ....................... ............6 2.4 Unit Value. ........ ................. .... ............. .......... ....... ....... ......................6 2.5 Valuation Factor.. ..... ..... ........ ....... .............. ................ .... ..... .............6 m. DlEI?OS~TS 3.1 Deposits... ...... ............. ...... .................. ..... ..... ............... ........ ............ 8 3.2 Crediting Of Deposits.... .................... ....... ...................... ..... .............8 IV. EXCHANGES 4.1 Exchange To A Companion Contract Or A Fund ............................. 9 4.2 Exchanges From A Companion Contract......................................... 9 V. PAYMENT OF BENEFITS 5.1 Benefit Payments .............................................................................10 5.2 Purchase And Amount Of Annuity.................................................... 11 5.3 'Small Annuities .......................................:........................................11 5.4 Facility Of Payment.......................................................................... 12 5.5 Misstatements And Adjustments ...................................................... 12 5.6 Cash Payments Or Loans ..................................................................:.12 VI. CHARGES 6.1 Administration Charge........ ................................ .............................. 14 6.2 Contract Charge.. ......... .............. ...... .... ................ ........ ........ ............ 14 6.3 Asset Management Charge.............................................. .......... ...... 14 6.4 Contingent Deferred Sales Charge .................................................. 14 6.5 Other Expense Charges......................... ........................... .......... ..... 15 6.6 Other Expense Withdrawals............................................................. 15 6.7 Payment Of Charges...... .......................... ........................ .......... ...... 15 6.8 Premium Tax .............. ............ ..... ..... ........ ....... .................. ............... 15 VARIABLE o o o TABLE OF CONTENTS (Continued) ARTiCLE PAGE VU. PAYMENTS UPON TERMINATION OF PLAN - CONTRACT OR REDIUCTION IN NUMBER OF PARTICIPANTS 7.1 Payments Upon Termination Of Plan Or Reduction In Number Of Participants ............... ..... ......... ................ ........ ........... 16 7 .2 Termination Of Contract................................................................ ... 16 VIID. TRANSFERS 8.1 Notice Of Transfer And Transfer Payments.......... ....... .................... 17 8.2 Variable Fund Unit Cancellations And Transfer Payments .............. 17 IX. GENERAL PROVISIONS 9.1 Guarantees And Change Of Contract.............................................. 18 9.2 Contractholder................................. ................................ ................. 19 9.3 Communication And Notification...................................................... 19 9.4 Place Of Payment-Currency ........................................................... 20 9.5 Certifi cates. .. . .. .. . .. . .. .. . .. . . . .. .. .. . .. . . . .. .. . .. .. . . . .. .. .. .. . . . . . . . .. . .. .. .. .. . .. .. .. .. . . . ... 20 9.6 Beneficiary-Settlement Options ...................................................... 20 9.7 Experience Rate Credits.................................................................. 21 9.8 Assignment.................. ..................................................................... 21 9.9 Information--Records ....................................................................... 21 9.10 Entire Contract-Construction.. .... .... .... ....... ... ......... .......... ... ..... ........21 APPLICATION FOR AND ACCEPTANCE OF GROUP ANNUITY CONTRACT VARIABLE CO~lRAC1SUMMA~Y~AGE Administration Charge: None. Asset Management Charge: "GAalP lIJl80i' 1.10% for Funds selected by the Contractholder from Primary Funds on the Application. This represents a 0.40% reduction in the standard Asset Management Charge of 1.50%. 1.20% for Funds selected by the Contractholder from Optional Funds on the Application. This represents a 0.30% reduction in the standard Asset Management Charge of 1.50%. The Asset Management Charge will be reviewed, and changed if appropriate, on the first Contract Anniversary occurring no earlier than six months from the Effective Date, and on each subsequent Contract Anniversary. The sum of amounts in this Contract and the Companion Contract(s), calculated by averaging the beginning balances for such contracts for the two month period prior to the month of the Contract Anniversary Date, will determine whether or not a change in the Asset Management Charge applies, per the following schedule: .'i " . Sum of Amounts in this Contract and the Companion Contract(s) $ 750,000 - $ 999,999 $ 1,000,000 - $ 1,499,999 $ 1,500,000 - $ 1,999,999 $ 2,000,000 - $ 2,249,999 $ 2,250,000 - $ 2,499,999 $ 2,500,000 - $ 2,749,999 $ 2,750,000 $ 3,124,999 $ 3,125,000 - $ 3,499,999 $ 3,500,000 - $ 4,124,999 $ 4,125,000 - $ 4,874,999 $ 4,875,000 - $ 5,749,999 $ 5,750,000 - $ 6,999,999 $ 7,000,000 - $ 8,499,999 Reduction in the Standard Asset Management Charge for Primary 0.35% 0.40% 0.45% 0.51% 0.53% 0.55% 0.57% 0.59% 0.61% 0.63% 0.65% 0.67% 0.69% -1- Reduction in the Standard Asset Management Charge for Optional 0.30% 0.30% 0.30% 0.31% 0.33% 0.35% 0.37% 0.39% 0.41% 0.43% 0.45% 0.47% 0.49% VARIABLE ~.I''i'i~i t l:';t=-= ....;....1 .':1-' h r" . COlNllrRACT $lUJlliiI~A~V I?AGIE GAA~ l!.B801 Sum of Amounts in this Contract and the Companion Contract(s) $ 8,500,000 - $ 9,999,999 $ 10,000,000 - $ 11,499,999 $ 11,500,000 - $ 12,999,999 $ 13,000,000 - $ 14,999,999 $ 15,000,000 - $ 16,999,999 $ 17,000,000 - $ 18,999,999 $ 19,000,000 - $ 21,999,999 $ 22,000,000 - $ 24,999,999 $ 25,000,000 - $ 29,999,999 Reduction in the Standard Asset Management Charge for Primary 0.71% 0.73% 0.75% 0.77% 0.79% 0.80% 0.81% 0.82% 0.83% Reduction in the Standard Asset Management Charge for Optional 0.51% 0.53% 0.55% 0.57% 0.59% 0.60% 0.61% 0.62% 0.63% If the sum of the amounts in this Contract an~ the Companion Contract(s) decreases to less than $750,000 during any Contract Year, the Asset Management Charge will be determined in accordance with uniform procedures applicable to all contracts of this class. Any change in the Asset Management Charge will be effective on the next Contract Anniversary. Companion Contract(s): GA-P U806. Contingent Deferred Sales Charge: Contract Year 1 2 3 4 5 6 7 8 9 Thereafter Deferred Sales Charge Percentage 3.25% 3.25% 3.25% 3.00% 2.50% 2.00% 1.75% 1.25% 0.75% 0.00% The Contingent Deferred Sales Charge Percentage shall be applied to the dollar value of units canceled as provided in this Contract. Contract Anniversary: January 01, 2000, and each January 01 thereafter. Contract Charge: None. -2- VARIABLE o o o Creditable Percentage: Crediting Deposits: Plan: Processing Exchanges: COli\!llMC1r SlUJM~AIRV f?AGIE GA-!? lUJ801 100% Each Deposit, as described in Article III, will be credited to the applicable Fund or Funds no later than the third !Business Day following its receipt. 1998 Augusta Money Purchase Plan. Exchanges, as described in Article IV, will be made within three Business Days following receipt of the Contractholder's written request. Processing Annuity Purchases: Annuity Purchases, as described in Article V, will be made within 15 Business Days following receipt of the the Contractholder's written request. Processing Cash Payments: Processing Payments Upon Plan Termination or Reduction in Number of Participants: Processing Transfers: Purchase Rate Basis: Percentage Reduction in Number of Participants as defined in Section 1.13: Cash Payments, as described in Article V, will be made within five Business Days following receipt of the Contractholder's written request. Benefit Payments to each affected Participant, as described in Article VII, will be made within 30 calendar days following receipt of the Contractholder's written req uest. Transfers, as described in Article VIII, will be made within 12 Business Days following receipt of the Contractholder's written request. 1983 Table A (Male), with Annuitant ages set back 10 years and survivor Annuitant ages set back 5 years; 3.0% interest; and 4.0% loading. 15% -3- VARIABLE o o o ARTICLE I - DEFIN~TIONS 1.1 ANNUITANT - a person receiving an Annuity. 1.2 . ANNUITY - any benefit in the form of a series of payments due in accordance with the Plan, payable under this Contract. 1.3 BENEFIT PAYMENT - a distribution that is permitted by the Plan on behalf of a Participant. 1.4 BUSINESS DAY - each day that the Company's Home Office and the applicable financial institutions for purposes of processing financial transactions are open for business. All requests for transactions that are received after 1 :00 p.m. Columbus, Ohio time will be considered to be received on the next Business Day. 1.5 CASH PAYMENT - a form of Benefit Payment other than an Annuity purchased under this Contract. 1.6 CONTRACT YEAR - a period beginning on the Effective Date or any Contract Anniversary and ending on the day immediately preceding the next following Contract Anniversary. 1.7 EMPLOYER - any organization reported to the Company by the Contractholder for inclusion under this Contract, some or all of whose employees are covered under the Plan. 1.8 FUND - a registered investment management company (mutual fund), specified in the Application, in which assets of a Series will be invested. 1.9 FUNDING SUCCESSOIR - the Plan's and successor plan's trustee and any financial institution providing an investment option to the Plan. 1.10 OFfiCERS ~ as defined in Section 416 of the Internal Revenue Code and Regulations. If an individual is considered to be an Officer at any time during the term of this Contract, the individual will always be considered as such for purposes of this Contract. 1.11 OWNERS - as defined in Section 416 of the Internal Revenue Code and Regulations. For purposes of this Contract, an Owner is defined as a 10% Owner. If an individual is considered to be an Owner at any time during the term of this Contract, the individual will always be considered as such for purposes of this Contract. 1.12 PARTICIPANT - a person for whom benefits are to be provided under this Contract, in accordance with the Plan, as reported by the Contractholder. -4- VARIABLE o o o ARTICLE I - DEFINITIONS (Continued) 1.13 RIEDUCT~ON IN NUMBER OF PARTICIPANTS - any reduction of more than the percentage, as set forth on the Contract Summary Page, of the number of Partici- pants under the Plan since the Effective Date of the Contract which is the result of any change in the Plan or action taken by the Employer. 1. ~4 SERIES - sub-accounts of the Separate Account to which specific Fund shares are allocated and for which units are separately maintained. 1.15 SEPARATE ACCOUNT - the "Nationwide Qualified Plans Variable Account" is a segregated investment account maintained by the Company with respect to a portion of its assets in connection with this Contract and certain other Group Annuity Contracts. Assets of the Separate Account equivalent to the reserve for this Contract will be invested in shares of the specific Funds elected in the Contract Application. The assets of the Separate Account will be held for the sole benefit of all contracts which provide for the dollar amount of the contract values to vary to reflect investment results of the Account. All income, gains, losses, and expenses, whether or not realized from assets held in the Separate Account for each Series, shall be credited to or charged against the Separate Account Series without regard to the other income, gains, or losses of the Company. Assets of the Separate Account may not be used by the Company to satisfy the liabilities of the general account. - 5- VARIABLE o o o ARTICLE II - VARIABLE FUND 2. ~ VARIABLE FUND The Company shall establish and maintain a Variable Fund. The Company shall provide to the Contractholder an annual accounting of all financial transactions occurring with respect to this Contract. 2.2 AMOUNT OIF VARBABLE FUND The amount of the Variable Fund in Units, as of any date, is equal to the aggregate of the units credited to each Series in accordance with Section 2.3, less any Units cancelled in accordance with Articles IV, V, VI, VII, and VIII. The amount of the Variable Fund, in dollars, as of any date, is equal to the aggregate of the product of the number of units in the Series and corresponding unit value, as of such date. The dollar value of the Variable Fund is not guaranteed as to either principal or rate of investment return. 2.3 UNITS All deposits made to a Fund, exchanges from a Fund, and exchanges from a Companion Contract will be applied to credit units. The number of units credited is equal to the quotient of the amount applied divided by the applicable Series unit value on the applicable Business Day. 2.4 UNIT VALUE The unit value of any Business Day is equal to the dollar value of one unit for the Business Day. The unit value for any Business Day is determined as of the end of the Business Day by multiplying the Fund's Valuation Factor for the Business Day by the Series' unit value for the immediately preceding Business Day. 2.5 VALUATION FACTOR The Valuation Factor represents a means of reflecting, in the unit value, the effective investment return of a Series in the Separate Account. In determining the effective investment return, the Company will take into account the investment income and market value changes after provision for taxes applicable to contracts of this class arising from the operation of such Series. -6- VARIABLE o o o ARTICLE II - VARIABLE FUND (Continued) 2.5 VALUATION FACTOR (CoB1ltonued) The Valuation Factor for any Business Day is equal to the quotient of (a) divided by (b), where: (a) is the dollar amount at the end of the Business Day resulting, after provision for the taxes described in the preceding paragraph and the Asset Management Charge, as set forth on the Contract Summary Page, from $1,000 in the Series at the end of the immediately preceding Business Day, and (b) is $1,000. The aggregate of the amounts by which the Series is reduced each year for taxes shall be deducted to the extent possible from the Series investment income, and any balance will be deducted from the principal of the Account. -7- VARIABLE o o o ARTICLE III - DEPOSITS 3.1 DEPOSITS The Contractholder may make Deposits to the Company in such amount as may be determined by the Contractholder. 3.2 CREDITING OF DEPOSITS The Contractholder shall advise the Company in writing of a Fund or Funds to which each Deposit is to be credited. The Company reserves the right to limit the number of Funds selected by the Contractholder. With Company approval, the Contractholder may add or delete Funds by submitting written request to the Company. Each Deposit, multiplied by the Creditable Percentage set forth on the Contract Summary Page, will be credited to the applicable Fund or Funds as described in the Crediting Deposits provision set forth on the Contract Summary Page. -8- VARIABLE o o o ARTICLE IV - EXCHANGES 4.1 EXCHANGE TO A COMPANION CONTRACT OR A FUND The Contractholder may make an unlimited number of exchanges from a Fund to a Companio!1 Contract or to another Fund. Exchanges may be subject to limitations imposed by a Fund or a Companion Contract, if applicable. Exchanges shall be made by cancelling a number of Units equal to the quotient of the amount to be exchanged divided by the Unit Value on the exchange date and crediting the amount to the Companion Contract or to a Fund, in accordance with Section 2.3. Exchanges shall be completed as described in the Processing Exchanges provision set forth on the Contract Summary Page. 4.2 EXCHANGES FROM A COMPAN!ON CONTRACT The Contractholder may exchange amounts into this Contract from a Companion Contract. Limitations may be imposed by the Companion Contract. Any Exchange to be made in accordance with this section shall be made by applying the amount received to credit units, in accordance with Section 2.3, in the designated Fund. Exchanges shall be completed as described in the Processing Exchanges provision set forth on the Contract Summary Page. -9- VARIABLE o o CD ARTICLE V - PAYMENT OF BENEFITS 5.1 BENEFIT PAYMENTS Subject to the other provisions of this Contract, upon written notice from the Contractholder, the Company shall purchase Annuities or make Cash Payments in such manner and amounts specified by the Contractholder. The Contractholder may request anyone of the fallowing Annuity forms on behalf of a Participant: (a) Straight Life Form - This form of Annuity provides payments during the lifetime of the Annuitant. Payments will end with the last payment made on or preceding the Annuitant's date of death. (b) Joint and Survivor Form - This form of Annuity provides periodic payments dur- ing the joint lifetime of the Annuitant and the survivor Annuitant. Periodic pay- ments to the Annuitant will end with the last periodic payment made preceding the Annuitant's death. Upon the Annuitant's death, periodic payments in the amount of 50%, 66-2/3%, 75%, or 100% (as elected by the Annuitant) of the periodic payments payable to the Annuitant, will be continued to the survivor Annuitant, if living. Periodic payments will terminate with the last periodic payment made preceding the later of the date of death of the Annuitant and the survivor Annuitant. (c) Life With Period Certain Form - This form of Annuity provides payments during the lifetime of the Annuitant. If the death of the Annuitant occurs before the Annuitant has received the specified number of payments (as elected by the Annuitant), the payments remaining will be paid to a Beneficiary designated by the Annuitant. If no Beneficiary has been designated or if the death of the designated Beneficiary occurs before the Annuitant and Beneficiary have received the total number of payments due, the commuted value of the payments remaining will be paid in a single sum. Such payment will be paid to the estate of the last to die of the Annuitant and the designated Beneficiary. Annuity purchases and Cash Payments may be made on any form mutually agreeable between the Company and the Contractholder, in accordance with the provisions of the Plan. The Company will purchase the Annuity or provide the Cash Payment as described in the Processing Annuity Purchases and Processing Cash Payments provisions set forth on the Contract Summary Page. -10 - VARIABLE o o (}) 5.3 ARTICLE V - PAYMENT OF BENEFITS (Continued) 5.2 PURCHASE AND AMOUNT OF ANNUITY The Company will purchase an Annuity by cancelling a number of units in the designated Fund or Funds equal to the quotient of the amount to be applied to purchase the Annuity divided by the applicable unit value on the date of cancellation. The amount of the Annuity will be determined by dividing the dollar value of the units cancelled, less the amount of state premium tax, if any, by the appropriate purchase rate, which may not be less favorable than the purchase rate determined in accordance with the Purchase Rate Basis set forth on the Contract Summary Page. If the number of units requested to be cancelled plus any applicable expense charges and taxes exceed the number therein, the amount of the Annuity will be limited to that which can be purchased by the amount of the Variable Fund remaining after withdrawal of any tax or charges specified in Article VI. SMALL ANNUITIES If the amount to be applied to purchase an Annuity is less than $3,500, the Company may, instead of purchasing an Annuity, make a Cash Payment to the Participant, Beneficiary, or Contractholder. The Cash Payment will be equal to the amount to be applied, less any tax or charges specified in Article VI. DC - 11 - VARIABLE . . . 5.6 ARTICLE V - PAYMENT OF BENEFITS (Continued) 5.4 FACILITY OF PAYMENT If any Annuitant is, in the judgment of the Company, legally, physically, or mentally incapable of personally receiving any payment due under this Contract, the Company may make payment or any part thereof to another person, persons, or institutions who, in the opinion of the Company, are then maintaining or have custody of the Annuitant, until claim is made by the duly appointed guardian or other legal representative of the Annuitant. The payment shall constitute a full discharge of the liability of the Company to the extent thereof. Upon notice to the Company of the appointment of a legal guardian or other legal representative, the Company will pay amounts only to the guardian or other legal representative. 5.5 MISSTATEMIENTS AND ADJUSTMENTS If the age or any other relevant fact relating to any Annuitant is found to have been misstated, the amount of Annuity payments payable by the Company will be adjusted, unless some other adjustment, satisfactory to the Contractholder and the Company is made. The amount of the adjustment will be made on the basis of the corrected information. The adjustment will be made without changing the date of the first payment. Any adjustment made shall be conclusive on any person affected by the adjustment. The dollar amount of any underpayment made by the Company will be paid in full with the next payment due. The dollar amount of any overpayment by the Company will be deducted to the extent possible from the next payment or payments. CASH PAYMENTS OIR lOANS The Contractholder may notify the Company in writing that a Cash Payment or loan has become payable in accordance with the Plan. The Contractholder must specify the amount payable by the Company from a Fund or Funds. The Company shall cancel the number of units equal to the quotient of the amount divided by the applicable unit value on the date of cancellation, and shall pay the amount withdrawn to the Participant, Beneficiary, or Contractholder (if a trust), less taxes and applicable charges, in accordance with Article VI. If the Cash Payment results from a termina- tion of Plan or Reduction in Number of Participants, the amount payable to each affected Participant or to the Contractholder shall be made in accordance with Section 7.1. This Section shall not apply to any payment made for the purpose of reinvestment in accordance with the Plan without the approval of the Company. - 12- VARIABLE o o o ARTICLE V - PAYMENT OF BENEFITS (Continued) 5.6 CASH PAYMENTS OR LOANS (Continued) If, at any time, the Contractholder has Plan investment authority, Cash Payments or loans made from this Contract shall be limited to an amount equal to the amount of the Cash Payment or loan times the quotient of the value of this Contract and the amount of total Plan assets. Any Cash Payments or loan amounts made from this Contract which exceed this limit shall be subject to the Contingent Deferred Sales Charge, in accordance with Section 6.4. If the number of units to be cancelled for the payment of a Cash Payment or loan exceeds the number of units in the Fund or Funds, the payment will be limited to the dollar amount in the Fund or Funds less taxes and applicable charges. -13 - VARIABLE . . . ARTICLE VI - CHARGES 5.1 ADMIi\HSTIRA TION CHARGE In the event that an Administration Charge is due, as set forth on the Contract Summary Page, the Company shall cancel units in the Fund or Funds specified by the Contractholder equal in number to the quotient of the amount of the charge, divided by the unit value on the date of cancellation. 6.2 CONTRACT CHARGE In the event that a Contract Charge is due, as set forth on the Contract Summary Page, the Company shall cancel the number of units in the Fund or Funds specified by the Contractholder equal to the quotient of the Contract Charge amount divided by the unit value on the date of cancellation. 6.3 ASSET MANAGEMENT CHARGE The Company shall assess the Asset Management Charge, as set forth on the Contract Summary Page, in accordance with Section 2.5. 6.4 CONTUNGIENT DEFIERRED SALleS CHARGE The Contingent Deferred Sales Charge Percentage, set forth on the Contract Summary Page, will be applied to reduce the following: dollar amount of a transfer to a Funding Successor; Cash Payments to Officers and Owners for in-service withdrawals (except loans, financial hardships of $50,000 or less taken at least 12 months prior to separation of service, and amounts required to be distributed as a result of compliance with Section 401 (a)(9) of the Internal Revenue Code), disability payments if such disability does not meet the Social Security definition, or upon severance of employment or retirement; outstanding loan balances of Officers and Owners upon payment of a Cash Payment on or after severance of employment; Cash Payments resulting from a termination of a Plan or Reduction in Number of Participants; and Cash Payments or loan amounts which exceed the limit specified in Section 5.6. - 14- VARIABLE o r:\ U o 6.7 6.8 ARTICLE VI - CHARGES (Continued) 6.5 OTHER EXPENSE CHARGES For services rendered at the written request of the Contractholder, the Company shall withdraw from a Fund or Funds amounts sufficient to reimburse itself for expenses. The amounts shall be determined by the Company in a manner consistent with its general practices for contracts of this class for services it renders with respect to the Plan or Contract. 6.6 OTHER EXPENSE WITHDRAWALS The Contractholder may notify the Company in writing that the Plan has incurred an expense and may direct that the amount be paid from a Fund or Funds. The Company shall cancel Units equal to the dollar value of the amount and shall pay the amount to the person or entity specified in the notice. PAYMENT OIF CHARGES With the agreement of the Company, the Contractholder may elect to pay any charge in accordance with Sections 6.1, 6.2, or 6.5 directly to the Company. In this event, the Company shall notify the Contractholder of the amount of such charge, as of the date such charge would otherwise have been withdrawn from a Fund or Funds. If payment of such charge is not received by the Company within thirty-one (31) days after the date of the notice, the number of Units equal to the amount of such charge will be cancelled. /PREMIUM TAX The Company shall cancel Units in the Fund or Funds equal to the amount of any premium tax levied by a state or other government entity in addition to the taxes referred to in Section 5.2. - 15- VARIABLE o o CD ARTICLE ViI - PAYMENTS UPON TERMINATION OF PLAN - CONTRACT OR REDUCTION IN NUMBER OF PARTICIPANTS 7.1 PAYMENTS UPON TERMINATION OF PLAN OR REDUCTION IN NUMBER OF PARTICIPANTS In the event that the Contractholder requests a payment from the Contract due to Plan termination, merger of the Plan, or Reduction in Number of Participants, the Contractholder shall give written direction to the Company, in accordance with Section 9.3, to make payments in one of the following manners: (a) purchase an Annuity for each affected Participant; (b) use all or a portion of the Variable Fund to make Cash Payments to each affected Participant in accordance with Section 5.6. In this event, the Company will pay the amounts in accordance with Article VIII, less taxes and applicable charges in accordance with Article VI; (c) use all or a portion of the Variable Fund to make payment to a Funding Successor, in accordance with Section 8.2. Payments will be made as described in the Processing Payments Upon Plan Termination or Reduction in Number of Participants provision set forth on the Contract Summary Page. If any amount remains in the Variable Fund after all liabilities of the Plan have been satisfied, the Company will pay the amount to the Contractholder in accordance with Section 8.2. Experience Rate Credits which would otherwise be credited after the Plan is terminated and after the Variable Fund has been exhausted, will be paid to the Contractholder in cash. 7.2 TERMU\lATION OF CONTRACT This Contract shall terminate on the date coinciding with: (a) the day each Fund is exhausted by cancellation of Units, or (b) the day no further Annuity payments are payable hereunder, whichever occurs later. - 16- VARIABLE o () G) ARTICLE VIII . TRANSFERS 8.1 NOTICE OF TRANSFER AND TRANSFER PAYMENTS The Contractholder may, at any time, give written direction to the Company to cancel all or part of the units in a Fund to provide transfer payments to a Funding Successor. The unit cancellation will be made as described in the Processing Transfers provision set forth on the Contract Summary Page. 8.2 VAIRDABLE FUJI\lD UNIT CANCELLATIONS AND TRANSfER PAYMENTS The Company shall make a Transfer payment to the Funding Successor equal to the product .of the number of units cancelled and the unit value on the date of cancellation less taxes and applicable charges in accordance with Article VI. The Transfer payment will be made as described in the Processing Transfers provision set forth on the Contract Summary Page. -17 - VARIABLE o o o ARTICLE IX - GENERAL PROVBSIONS 9.1 GUARANTEES AND CHANGE OF CONTRACT . The Company guarantees that the Contingent Deferred Sales Charge Percentage set forth on the Contract Summary Page will not be changed. The Company guarantees that no provision of the Contract will be changed before the second Contract Anniversary. The Company reserves the right to change the provisions of this Contract at any time thereafter, by giving written notice to the Contractholder not less than ninety (90) days before the effective date of the change. Any portion of this Contract added or changed will be guaranteed by the Company for one year against subsequent change. Notwithstanding the other provisions of this Section, the Company may amend the Contract when, in the opinion of the Company, an amendment is necessary to protect the Company from adverse financial impact due to any amendment to or modification of the Plan, changes in the administrative practices adhered to by the Plan, changes in investment options offered by the Plan, or the action of any legislative, judiciary, or regulatory body, which impact the Contract. If the shares of a Fund should no longer be available for investment by the Separate Account or if, in the judgment of the Company, further investment in the shares of a Fund should become inappropriate in view of the purposes of the Contract, the Company may substitute shares of another Fund for Fund shares already purchased or to be purchased in the future. This Contract may also be changed in any respect, at any time, by written agreement between the Contractholder and the Company. No change will adversely affect the rights of any Participant with respect to an Annuity purchased before the effective date of the change unless: (a) the change is required by a governmental agency, or (b) the consent of each Participant in interest is obtained. - 18 - VARIABLE o ARTICLE IX - GENERAL PROVISIONS (Continued) 9.1 GUARANTEES AND CHANGE OF CONTRACT (Continued) No agent or other person except an officer of the Company or other Home Office official to whom authority has been delegated has authority to change this Contract, to extend the times for payment of Deposits, to waive any charges, or to bind the Company by making any promise, representation or by giving any information. Any change, extension, waiver, promise, or representation shall not be construed as authority, or act as a precedent, for the same or similar act performed by the Company on another occasion. 9.2 CON1"RACTHOlDEIR The Contractholder shall be the representative under this Contract of each Employer. The Contractholder may appoint an authorized representative. The authorized representative must be mutually agreeable to both the Company and the Contract- holder. The Company will deal only with the Contractholder or its authorized representative. The Company shall be entitled to rely on any action taken or omitted by the Contractholder or its authorized representative pursuant to the terms of this Contract. For purposes of this Article, Contractholder shall mean the Contractholder o or its authorized representative. . 9.3 COMMlUJNICATION AND NOT~FICATION All communications to the Contractholder or to the Company, as required under this Contract, shall be in writing. The written communication shall be addressed to the Contractholder at its principal office or to the Company at its Home Office. The Contractholder shall notify the Company of the following events thirty (30) days prior to the effective date of the event: (a) amendment or modification of the Plan; (b) change in the administrative practices adhered to by the Plan; (c) change in the Investment Options offered by the Plan; (d) Reduction in Number of Participants; (e) Plan termination; or (f) merger with another Plan for all or a class of Participants. The Contractholder shall notify the Company of a merger, consolidation, or reorganization by the Employer within thirty (30) days after the effective date of the event. f?'. V - 19- VARIABLE o o (0 9.6 ARTICLE IX - GEI\lERAL PROVISIOI\lS (Continued) 9.4 PLACE OF PAYiVlEI\lT--CURRENCY All Deposits and other amounts payable by the Contractholder shall be payable to the Company at its Home Office. All payments by the Company under this Contract shall be payable at its Home Office, except where payment at any other place is required by an applicable law. All monies payable under this Contract, whether to or by the Company, shall be in lawful money of the United States of America. 9.5 CEIRT~FICA TES The Company will issue an Annuity certificate to each person for whom an Annuity is purchased under this Contract, as of the date the first payment is made. In addition, if any applicable law requires, the Company will issue a descriptive certificate to the Contractholder for delivery to each Participant. Each descriptive certificate will describe the benefits to which the person or Participant is entitled under this Contract. BIEN lEfICIAIRYa-SETTLEMENT OPTIONS If this Contract provides for payment of any amount or amounts after the death of an Annuitant to a person other than a survivor Annuitant, payment shall be made to a Beneficiary designated by such Annuitant. An Annuitant may change a Beneficiary previously designated. Any designation or change shall be made by filing a request with the Company on a form satisfactory to it, and shall become effective when entert:!d upon the records of the Company. After any such designation or change is entered, it shall relate back and take effect as of the date of the request, but without prejudice to the Company on account of any payments made by it before receipt of such request. The interest of any Beneficiary shall cease upon death, unless the Annuitant has directed otherwise. If there is no designated Beneficiary to receive any amount which becomes payable to a Beneficiary, the amount shall be payable to the estate of the last to die of the Annuitant and the Beneficiary. The Company, in determining the existence, ages, or any other facts relating to any persons designated as Beneficiaries, either as a class or otherwise, may rely solely on any affidavit or other evidence deemed satisfactory by it, and each and every payment made by it in reliance thereon will, to the extent of such payment, be a valid discharge of its obligation under this Contract. - 20- VARIABLE . . . 9.7 9.8 ARTICLE IX - GENERAL PROVISIONS (CoD1ltinued) 9.6 BENEFIC~ARY--SETTLEMENT OPTIONS (ContinUled) If any payments other than a single sum become payable to one or more Benefici- aries, and if the monthly amount of the payments payable to any Beneficiary is less than $20, or if the Beneficiary is other than a natural person receiving payments in its own right, the Company may, instead of making the payments, pay the commuted value thereof in full settlement of its liability for such payments. If at any time the amount that would be payable in a single sum to the Beneficiary, if such Annuitant were to die at that time, exceeds $3,500, the Annuitant and the Company may arrange, by mutual agreement, a mode of settlement other than payment in a single sum. If no mode of settlement has been arranged before the death of an Annuitant, the Beneficiary and the Company may then mutually agree upon a mode of settlement for the benefit of the Beneficiary other than payment in a single sum. EXPERIENCE IRATE CREDITS This Contract will be experience rated each calendar year by application of the Company's experience rating plan in force during such year. Any experience rate credits which may arise through such application will be credited to the Fund specified by the Contractholder, except as provided in Section 7.1. ASSIGNMENT Except insofar as may be contrary to any applicable laws. all Benefit Payments under this Contract ::ire not assignable and are not subject to the claims of any creditor. 9.9 IN FORMATIOI\!--RECORDS The Contractholder shall furnish all information which the Company may reasonably require for the administration of this Contract. If the Contractholder cannot furnish this information, the Company may request the person concerned to furnish such information. The Company will not be liable for the fulfillment of any obligations until it receives all requested information in a form satisfactory to it. 9.10 ENTIRE CONTRACT --CONSTRUCTION This document, together with the attached Application, constitute the entire Contract. This Contract will be construed according to the laws of the jurisdiction set forth on the cover page of this document. - 21 - VARIABLE o 0... .. o APPLICATION FOR GROUP ANNUITY CONTRACT MADE TO NATIONWIDE LIFE INSURANCE COMPANY (called Nationwide) ONE NATIONWIDE PlAZA COLUMBUS, OHIO 43216 TRUSTEE(S) OF THE 1998 Augusta Money Purchase Plan TRUST (ElCact Name or Applicant, e.g., ABC Company, Inc. or Trustees or XYZ. Company, Inc. Retirement Trust) The Applicant applies for Group Annuity Contract Form No. APO-2243. The Applicant approves and accepts the terms of the Contract. The Applicant certifies that to the best of its knowledge: The Applicant has the authority to enter into the Contract. The Applicant's plan qualifies under Section 401 of the Internal Revenue Code. If not so qualified, describe type of plan: The Applicant, if a sole proprietorship or partnership: is a financially sophisticated law, accounting, investment banking, pension consulting, or investment advisory firm with financial/business knowledge and experience, capable of adequately representing its interests and those of its employees; or has obtained the advice of an independent, expert financial or business adviser having no affiliation or material business relationship with Nationwide Life, and capable of adequately representing the interest of the Applicant and its employees; and the plan covers only employees of a single employer or employees of interrelated partnerships. This Contract is a permissible investment under the Applicant's plan. If Nationwide fails to accept this Application, the value of each Fund will be refunded. ( ,'1 ...., ,. MCM Financial Corpo dba Pension Service Coo to receive any commissions payable under this Contract. '-. i~ delliignated '.- . Applicant Signature Signature of Licensed Agent License Number Typed or Printed Name See Trustees' Signatures ~tti!!ched Title (Trustee, If Applicable) .. J ~ fl. If'fli! ~~ Date ' r ._ ~~~~ Signect A City (9A State - 1 on r ,..., . ; (j, -.., .. I All CONlrRACT VAllDES BASED ON THE ~NVESTMENT RESULTS elF A- VARIABLE flDND ARE VARIABLE (MAY INCREASE OR DECREASE) AND":~~RE~ NOT G~ARANTEIED AS TO DOLLAR AMOUNT. 0"\ r.:i -.., ...~ APO-3322 FUND SELECTION ON OTHER SIDE (9/97) . . ;".) (All Trustees must sign)- ., ~ c"..... r. ~ - " _oJ .. o o .0 , I R':-i".c'~7"'.l"'VE[); . J U L {} 6 1998 I I ENDORSEMENT ", . Group Separate Account Annuity Contract (APO-2243, APO-2243-NM, APO-2243-NY, APO-2243-0R, APO-2243-WI, APO-2243-MO, APO-2243-WA, APO-2954, AND APO-1472) Attached to and made a part of this Contrapt by NATIONWIDE LIFE INSURANCE COMPANY ONE NATIONWIDE PlAZA COLUMBUS, OH 43215 WHEREAS, the above referenced group annuity contract was issued to Trustee(s) of the 1998 Augusta Money Purchase Plan Trust (the "Contractholder") by NATIONWIDE LIFE INSURANCE COMPANY (the "Company"); and WHEREAS, the Company and the Contractholder wish to modify this contract pursuant to Section 9.1. NOW, THEREfORE, ~he Company hereby endorses the Contract as follows: 1. The Asset Management Charge on the Contract Summary page is hereby revised to read as follows: Asset Management Charge: 0.90% for Funds selected by the Contractholder from Primary Plus on the Application. This represents a 0.60% reduction in the standard Asset Management Charge of 1.50%. 1.10% for Funds selected by the Contractholder from Primary on the Application. This represents a 0.40% reduction in the standard Asset Management Charge of 1.50%. 1.20% for Funds selected by the Contractholder from Optional on the Application. This represents a 0.30% reduction in the standard Asset Management Charge of 1.50%. APO-3220 1 GA-P U807 o The Asset Management' Charge .will be reviewed. and changed if a'ppropriate, on the first Contract Anniversary occurring no earlier than six months from the Effective Date of this endorsement and on each Contract Anniversary thereafter. The sum of amounts in this Contract and the Companion Contract(s). calculated by averaging the beginning balances for such contracts for the two month period prior to the month of the Contract Anniversary Date, will determine whether or not a change in the Asset Management Charge applies, per the following schedule: " Sum of Amounts in this Contract and the Companion Contract{s) Reduction in the Reduction in the Reduction in the Standard Asset Standard Asset Standard Asset Management Management Management Charge for. Primary Charge for Charge for Pius Primary Optional 0.55% 0.35% 0.:;0% 0.60% 0.40% 0.30% 0.65% 0.45% 0.30% 0.71% 0.51% 0.31% 0.73% 0.53% 0.33% 0.75% 0.55% 0.35% o.n% 0.57% 0.37% . 0.79% 0.59% 0.39% 0.81% 0.61% 0.41% 0.83% 0.63% 0.43% 0.85% 0.65% 0.45% 0.87% 0.67% 0.47% 0.89% 0.69% 0.49% 0.91% 0.71% 0.51% 0.93% 0.73% 0.53% 0.95% 0.75% 0.55% 0.97% o.n% 0.57% 0.99% 0.79% 0.59% 1.00%, 0.80% 0.60% 1.01% 0.81% 0.61% 1.02% 0.82% 0.62% 1.03% 0.83% 0.63% 2 o $ 750,000 - . $999.999 $1,000,000 - $1,499,999 $1,500.000 - $1,999.999 $2,000,000 - $2,249.999 $2,250.000 - $2,499,999 $2,500,000 - $2.749.999 $2,750,000 - $3,124.999 $3,125,000 --$3,499,999 $3,500,000 - $4,124.999 $4,125.000 - $4,874.999 $4,875.000 - 55.749.999 $5.750,000 - $6.999.999 $7.000,000 - $8,499,999 $8,500.000 - $9.999,999 $10.000,000 - $11.499,999 $11.500,000 - $12,999,999 $13.000,000 - $14.999.999 $15.000,000 - $16.9~9,999 $17.000,000 - $18,999',999 $19.000,000 -$21.999.999 $22.000,000 - $24,999,999 $2?000,000 - $29,999.999 0" . . lID If the sum of amounts in this Contract and the Companion Contract(s) decreases to less than $750,000 during any Contract Year, the Asset Management Charge will be determined in accordance with uniform procedures applicable to all contracts of this class. Any change in the Asset . Management Charge will be effective on. the next Contract Anniversary. 2. The Contract Summary Page is hereby modified to include the following: Managed Segregated Asset Account Investment Management and Administrative Charges: Personal Portfolio Series 6 Personal Portfolio Series 5 Personal Portfolio Series 4 Personal Portfolio Series 3 Personal Portfolio Series 2 Personal Portfolio Series 1 1.25% 1.25% 1.15% 1.10% 1.00% 1.00% . 3. Article 1, DEFINITIONS is hereby modified by deleting Section 1.8 (which is Section 1.5 in APO-1472) and its respective definition and replacing it in its entirety. Sections 1.16 and 1.17 (which are Sections 1.12 and '1.13 in APO-1472) are being added as follows: ' - (1.5) 1.8 . '. ,. ~ IFllBNIOl - a Mutual Fund or a sub-account of the 'Managed Segregated Asset Account specified in the Application, in which assets of a Series will be invested. (1.12) 1.16 MANAGED SEGREGATED ASSET ACCOUNT (Or (UMANAGED ACCOlJ)N~') - the Nationwiqe Pensions Managed Variable Account which is a segregated account maintained by the Company with respect to a portion of its assets in connection with this Contract and certain other group annuity contracts. . The Managed Account will be divided into sub-accounts each of which is composed .of a portfolio of investments with distinct. risk and reward characteristics which reflect the investment preferences of Participants. Each portfolio may consist of domestic and foreign 3 . . .' . 4. . 5. (1.12) 1.16 MANAGED SEGREGATED ASSET ACCOUNT or . (UMANAGEr;> ACCOUlNT") continued company common and preferred stocks; domestic and foreign debt securities; cash equivalent securities; cash; and any other investment suitable for a retirement plan qualified under Section 401 of the Internal Revenue Code. The assets of the Managed Account will be held for the sole benefit of all contracts which provide for the dollar amount of contract values to vary to reflect investment results of the Managed Account. All income, gains, and losses, whether or not realized from assets allocated to the Managed Account shall be credited to or charged against the' Managed Account without regard to the other income, gains or losses of the Company. There shall also be charged against the Managed Account. the amounts that are detennined by the Company to be allocable to the Managed Account as investment expense and as contributions to ~ny statutory special contingent reserve fund established for the Managed Account. The dollar value of the Managed Account in any Business Day is equal to the sum of the dollar values of the sub- . accounts in each Business Day. .. . (1.13) 1.1? MUTUAL FUND - a registered investment management company. Article II, Section 2.1, Variable Fund is hereby modified as follows: SECTION 2.1 VARIABLE FUND. The Company shall establish and maintain one or more Variable Funds reflecting the Contracts' experience in the Separate Account and the ..' - Managed Segregated Asset Account. The Company shall provide to the ContracthoJder an annual accounting of all financial transactions occurring with respect to this Contract. Article II, Section 2.5, Valuation Factor is hereby deleted in its entirety and replaced as follows: 4 '. liD SECTION 2.5 V ALUA T!ON FACTOR The Valuation Factor for the Separate Account represents a means of reflecting, in the unit value, the effective.investment return of a Series in the Separate Account In determining the effective investment return, the Company will take into account the investment income and market value changes after provision for taxes applicable to contracts of this class arising from the operation of such Series and after provision for the Asset Management Charge set forth in the Contract Summary Page. The Valuation Factor for a Series for any Business Day is equal to the quotient of (a) divided by (b), where: (a) is the dollar amount at the end of the Business Day resulting, after provision for the taxes described in the preceding paragraph and the Asset Management Charge, from $1.000 in the Series at the end of the immediately preceding Business Day, and (b) is $1.000. . The aggregate of the amounts by which the Series is reduced each year for taxes, if any. shall be deducted to the extent possible from the Series investment income, and any balance will be deducted from the principal of the Separate Account. The Valuation Factor for the sub-accounts of Managed Segregated Asset Account represents a means of reflecting, in the unit value, the effective investment return of a sub-account. In determining the effective investment return, ,the, Company will take. into account the investment income and ..- 'marKet value changes after provision for the Managed Segregate~ Asset Account Investment Management and Ac;lministrative Charges set forth on the Contract Summary Page. If there is no readily available market as to any portion of the Managed Segregated Asset Account's assets. the Company will value that portion at fair market value in accordance with accepted accounting practices and applicable laws and regulations. The Valuation Factor for a sub-account for any Business Day is equal to the quotient of (a) divided by (b), where:, . 5 o SECTION 2.5 VALUATION FACTOR continued (a) is the dollar amount at the end of the Business Day resulting, after provision for the Managed Segregated Asset Account Investment Management and Administrative Charges, from $1,000 in the sub- account at the end of the immediately preceding Business Day, and (b) is $1,000. The aggregate of the amounts by which the sub-account is reduced each year for taxes. if any. shall be deducted to the extent possible from the sub- account investment income, and any balance will be deducted from the principal of the Managed Account. 6. Article IX - General Provisions. Section 9.1. Guarantees and. change .of Contract is modified as follows: . 9. 'i GUARANTEES AND CHANGE OF CONTRACT o . . The second paragraph (the first paragraph in APO-1472) is deleted in its entirety and replaced with the fo'lowing: The Company guarantees that no provision of the Contract except the Managed Segregated Asset Account investment policy will be changed before the second Contract Anniversary. The Company reserves the right to change the provisions of this Contract at any time thereafter, by giving written notice to the Contractholder not less than ninety (90) days before the effective date of the change. .,- ;7?~?~ ~ [?o~~~ PRESIDENT SECRETARY o 6 . . . .~.. '\ n /,;\ c:, :~n if'" ,). nl\' r;;..l' [i ri)-~ .' ., : i ~~t~~ ~ U~~~~ m1 U ~.dJ\~::~ . I ~ :~ ~ 8; 1 "f')) /iJ... ~r r0> :;:~ ~__.J ! I.:~:: ;~, ~ ..'...,' :.'- ~\. ;,...:..~ L '\: \.~ 'l ~ ..; (!) NATIONWIDE LIFE INSURANCE COMPANY .~~~:.-;-~~ ~"'-:;-;\.?T~ , JUL'06 19-98 Home Ollice 0 Columbus. Ohio (Hereinafter CaUed the Company) . 0 0 0 . . . . . . . . . . . 0 ~ G . . . . 0 . . . . . 0 I: r. I . . . . . 0 . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . I . . . . . . , , . . . . . . . . . . . . , . . . . . . . . . . In consideration of the Application for this Contract made by Tli'lYsfts~($) @~ ttIhle ~ 998 AlUJ~lUJS~ MOlnlelf 1?1UJIi'lCIh1aJse I?laJlnl Tli'lUJsft (The Contractholder) and of the payment of Deposits as provided, the Company agrees to pay, in accordance with and subject to the terms and conditions of this Contract, the benefits set forth with respect to each Participant. Effective Date of Contract July 1,1998 Issue Date of Contract June 22, 1998 Jurisdiction: Georgia In witness whereof the Company has caused this Contract to be executed and duly attested on the Issue Date shown above. /~f?~ President ~uP:L Attest: ~ ~ Secretary . GROIUJI? AINIINlIUJ~TY CONTRACT 1NI0. GA.-I? 1UJ806 GIUJAMINITfElEfO flUJINID 1F~){lElDJ IDOlLAIR AINIINIUl~T~IES ONll Y NOINl-I?ARTIC~I?A TIINIG AIi\!INIUJAl AflPUCA T~OINl OF IE){P~R~IEINICIE IRA l~N1G PLAN APO-2242 FIXED . . . TABLE OF CONTENTS ARTICLE PAGE CONTRACT SUMMARY PAGE.............. ........ .............................................1 I. DEFI NITIONS. .. .. ........ . . .. . .. ... .. .. ... . ... . .. ... ..... . .. .... . ..... ... . . .. . . . . . . ... ..... .. . . .. . . . . . . .. 4 II. G~AIRANTEED FUND 2.1 Guaranteed Fund ..............................................................................6 2.2 Amount Of Guaranteed Fund............................................................ 6 2.3 Interest C red its.. . . .. .. . .. .. . .. . .. . . . .. . . .. .. . .. . .. . . . . .. .. .. . . .. . . . .. . . . . . .. .. . .. . . . . . .. . . .. . .. .6 m. DEPOSITS 3.1 Deposits................................................................ ............................7 3.2 Crediting Of Deposits ........................................................................ 7 IV. IE}(CHANGIES 4.1 Exchange To A Companion Contract................................................ 8 4.2 Exchange From A Companion Contract.... ..................................... ...8 V. PAYMENT OF BENEF~TS 5.1 Benefit Payments.............................................................................. 9 5.2 Purchase And Amount Of Annuity................................................... 1 0 5.3 Small Annuities.......... ...................................................................... 1 0 5.4 Facility Of Payment .........................................................................11 5.5 Misstatements And Adjustments...................................................... 11 5.6 Cash Payments Or Loans ...............................................................11 VI. CHARGES 6.1 Administration Charge................. .................. ................................. .13 6.2 Contract Charge.. ......... ................ ...................... ..... ...... .......... ........13 6.3 Contingent Deferred Sales Charge................................................. 13 6.4 Other Expense Charges ... .................... ... ..... ................ ...... ............ .13 6.5 Other Expense Withdrawals............................................................ 14 6.6 Payment Of Charges....................................................................... 14 6.7 Premium Tax......................................... ......................... .................14 FIXED o o o 11" ABLE OF CONTENTS (Cofl'lltomnedl) ARTICLE PAGE VII. PAYMENTS UPON TERMINATION OF PLAN - CONTRACT OR REDIUCTION IN NUMBIER OfF PARTiCIPANTS 7.1 Payments Upon Termination Of Plan Or Reduction In Number Of Participants ................................................................15 7.2 Termination Of Contract .... ................ ... ... ..... ............. ..... ... .... ......... .16 VIII. TRANSFIERS 8.1 Notice Of Transfer And Transfer Payments ....................................17 8.2 Guaranteed Fund Withdrawals And Transfer Payments.................17 8.3 Alternative Guaranteed Fund Withdrawal AndTransfer Payment ...17 8.4 Interest After Transfer Date............................................................. 18 I}{. GENERAL fPlROVISIONS 9.1 Guarantees And Change Of Contract............................................. 19 9.2 Contractholder................................................................................. 20 9.3 Communication And Notification.................................................... .20 9.4 Place Of Payment-Currency...................................................... ....21 9.5 Certificates..................................................................................... .21 9.6 Beneficiary--Settlement Options..................................................... .21 9.7 Experience Rate Credits................................................................ .22 9.8 Assignment..................................................................................... .22 9.9 Information--Records....................................................................... 22 9.10 Entire Contract-Construction......................................................... .23 APPLICATION FOR AND ACCEPTANCE OF GROUP ANNUITY CONTRACT FIXED o o o Administration Charge: Book Value Exchange Limit: Book Value Transfer Limit Companion Contract(s): Contingent Deferred Sales Charge: Contract Year 1 2 3 <4 5 6 7 8 9 Thereafter CO~lrRAClr SlUllilRMAIRY PAGE GAA~) lUJ80S None. 20% of the Guaranteed Fund. 20% of the Guaranteed Fund on the Transfer Date. GA-P U807. Deferred Sales Charge Percentage 3.25% 3.25% 3.25% 3.00% 2.50% 2.00% 1.75% 1.25% 0.75% 0.00% The Contingent Deferred Sales Charge Percentage shall be applied to withdrawals from the Guaranteed Fund as provided in this Contract. Contract Anniversary: Contract Charge: Creditable Percentage: January 01, 2000, and each January 01 thereafter. None. 100% -1- FIXED . . . Crediting Deposits: ~nterest Rate: COINl1!"RAC1!"$lIlMMARYf?AGIE GAof? lIlS0S Each Deposit, as described in Article III, will be credited to the Guaranteed Fund no later than the third Business Day following receipt. 1 - 2- Contract Year (July 1,1998 - December 31,1999) (January 1, 2000 - December 31, 2000) Rate 4.80% 3.30% (minimum) Maximum Annual Deposit: Plan: Processing Exchanges: $1,000,000 1998 Augusta Money Purchase Plan. Exchanges as described in Article IV, will be made within three Business Days following receipt of the Contractholder's written request. Processing Annuity Purchases: Annuity Purchases, as described in Article V, will be made within 15 Business Days following receipt of the Contractholder's written request. Processing Cash Payments: Processing payments Upon Plan Termination or Reduction in Number of Participants: Cash Payments, as described in Article V ,will be made within five Business Days following receipt of the Contractholder's written request. Benefit Payments to each affected Participant, as described in Article VII, will be made within 30 calendar days following receipt of the Contractholder's written request. -2- FIXED o o o Processing Transfers: Purchase Rate Basis: Percentage Reduction in Number of Participants as defined in Section 1.15: CON1MCl SlUJlliilMARV I?AGIE GA-fllJl806 The Transfer Date, as described in Article VIII, will not be more than 120 calendar days following receipt of the Contractholder's written request. 1983 Table A (Male), with Annuitant ages set back 10 years and survivor Annuitant ages set back 5 years; 3.0% interest; and 4.0% loading. 15% -3- FIXED o o o ARTICLE I - DEFINITIONS 1.1 ANNUlTANT- a person receiving an Annuity. 1.2 ANNUITY - any benefit in the form of a series of payments due in accordance with the Plan, payable under this Contract. 1.3 BENEFIT PAYMENT - a distribution that is permitted by the Plan on behalf of a Participant. i.~ BIUSINESS DAY - each day that the Company's Home Office and the applicable financial institutions for purposes of processing financial transactions are open for business. All requests for transactions that are received after 1 :00 p.m. Columbus, Ohio time will be considered to be received on the next Business Day. ~.5 CASH PAYMENT - a form of Benefit Payment other than an Annuity purchased under this Contract. i.6 CONTRACT YIEAR - a period beginning on the Effective Date or on any Contract Anniversary and ending on the day immediately preceding the next following Contract Anniversary. 1." IEMfPlLOYlE1R - any organization reported to the Company by the Contractholder for inclusion under this Contract, some or all of whose employees are covered under the Plan. 1.8 FmlElD INVESTMENT - an investment which guarantees principal and/or interest, a money market fund, or any other investment which could contain more than 50% short term debt securities. An investment which could contain more than 50% short term debt securities available under a Companion Contract will not be considered a Fixed Investment, excluding a money market fund. Instruments which provide for a guarantee of principal upon withdrawal include but are not limited to group annuities and individual annuities which are invested in an insurer's general account, guaranteed investment contracts, bank certificates of deposit, and any other investment determined to be a Fixed Investment by the Company on the Effective Date or the date on which Investment Options are added to the Plan. 1.S FUNDING SIUCCESSOR - the Plan's and successor plan's trustee and any financial institution providing an Investment Option to the Plan. 1.10 INVESTMENT OPTION - a fund offered by the Plan, composed of one or more investments and which is available for independent selection by the participant. -4- FIXED @) ~ v (f\ ,'2/ ARTICLE I - DEF~NITIONS (Continued) 1. ~ i OFFICERS - as defined in Section 416 of the Internal Revenue Code and Regula- tions. If an individual is considered to be an Officer at any time during the term of this Contract, the individual will always be considered as such for purposes of this Contract. 1.12 OWNERS - as defined in Section 416 of the Internal Revenue Code and Regula- tions. For purposes of this Contract, an Owner is defined as a 10% owner. If an individual is considered to be an Owner at any time during the term of this Contract, the individual will always be considered as such for purposes of this Contract. 1.13 PARTiCIPANT - a person for whom benefits are to be provided under this Contract, in accordance with the Plan, as reported by the Contractholder. 1.14 PRO RATA W~THlDRAWAlS - withdrawals from this Contract will be made from each Sub-Fund of the Guaranteed Fund in proportion to the amount of each Sub- Fund to the amount of the Guaranteed Fund. Withdrawals from this Contract will be made from the Guaranteed Fund in proportion to the amount of the Guaranteed Fund to the amount of the Guaranteed Fund plus all other Fixed Investments which are a part of the same Investment Option. If the Contractholder has Plan investment authority, withdrawals from this Contract will be made from each Sub-Fund of the Guaranteed Fund in proportion to the amount of each Sub-Fund to the amount of the Guaranteed Fund. Withdrawals from this Contract will be made from the Guaranteed Fund in proportion to the amount of the Guaranteed Fund to the amount of the Guaranteed Fund plus the amount of total Plan assets. 1.i5 IREDUCT~ON IN NIUJMBER OfF PARTICIPANTS - any reduction of more than the percentage, as set forth on the Contract Summary Page, of the number of Participants under the Plan since the Effective Date of the Contract which is the result of any change in the Plan or action taken by the Employer. 1.1S SIUB-FUNID - a portion of the Guaranteed Fund to which separate guarantees or other contractual provisions apply. -5- FIXED o o .0 ARTICLE ~I - GUARANTEED FUND 2.1 GUARANTEED FUND The Company shall establish and maintain a Guaranteed Fund. The Company shall provide to the Contractholder an annual accounting of all financial transactions occurring with respect to this Contract. 2.2 AMOIUNT OF GUARANTEED FUND The amount of the Guaranteed Fund at any time will be equal to the total of the Deposits credited in accordance with Article III, plus any amounts exchanged in accordance with Section 4.2, plus interest as provided in Section 2.3, less any withdrawals made from the Guaranteed Fund in accordance with Articles IV, V, VI, VII, and VIII. 2.3 INTEREST CREDITS Subject to the provisions of Sections 8.4 and 9.1, during each Contract Year, the Guaranteed Fund will be credited with daily interest at an effective annual rate of interest equal to the Interest Rate set forth on the Contract Summary Page. In computing the amount of interest to be credited to the Guaranteed Fund, the Company will use the first day following the date amounts are credited to the Guaranteed Fund through the actual date on which withdrawals are made from the Guaranteed Fund. -6- FIXED o o .0 ARTICLE III - DIEPOS~TS 3.11 DEPOSITS The Contractholder may make Deposits to the Company in such amount as may be determined by the Contractholder. Unless otherwise agreed to in writing by the Company, the Maximum Annual Deposit which may be paid during a Contract Year shall not exceed the amount set forth on the Contract Summary Page. 3.2 CRIEDlTING OIF DEPOSITS Each Deposit, multiplied by the Creditable Percentage set forth on the Contract Summary Page, will be credited to the Guaranteed Fund as described in the Crediting Deposits provision set forth on the Contract Summary Page. -7- FIXED o o o ~.2 ARTICLE IV - EXCIHANGES 4.1 EXCHANGE TO A COMPAi\HON CONTRACT The Contractholder may exchange amounts from the Guaranteed Fund to a Companion Contract subject to the following limitations. Exchanges may not exceed the Book Value Exchange Limit, set forth on the Contract Summary Page, on the exchange date less any amounts exchanged during the one~year period ending on the exchange date. Exchanges shall be made on a Pro Rata Withdrawal basis from all Sub-Funds under this Contract. Exchanges shall be completed as described in the Processing Exchanges provision set forth on the Contract Summary Page. Exchanges shall be made by withdrawing 100% of the amount to be exchanged from the Guaranteed Fund and crediting the amount to the Companion Contract. This Section 4.1 will become inoperative on and after the Company's receipt of the Contractholder's direction to make a transfer payment in accordance with Article VIII. IEXCIHIANGE FROM A COMPANION CONTRACT The Contractholder may exchange amounts into this Contract from a Companion Contract. Limitations may be imposed by the Companion Contract. -8- FIXED . & wY ~ ~ AIRTIClE V - PAYMENT OF BIENEFITS 5.1 BENEFIT I?AYI\IlENTS Subject to the other provisions of this Contract, upon written notice from the Contractholder, the Company shall purchase Annuities or make Cash Payments in such manner and amounts specified by the Contractholder. The Contractholder may request anyone of the following Annuity forms on behalf of a Participant: (a) Straight Life Form - This form of Annuity provides payments during the lifetime of the Annuitant. Payments will end with the last payment made on or preceding the Annuitant's date of death. (b) Joint and Survivor Form - This form of Annuity provides periodic payments during the joint lifetime of the Annuitant and the survivor Annuitant. Periodic payments to the Annuitant will end with the last periodic payment made pre- ceding the Annuitant's death. Upon the Annuitant's death, periodic payments in the amount of 50%, 66-2/3%, 75%, or 100% (as elected by the Annuitant) of the periodic payments payable to the Annuitant, will be continued to the survivor Annuitant, if living. Periodic payments will terminate with the last periodic payment made preceding the later of the date of death of the Annuitant and the survivor Annuitant. (c) Life With Period Certain Form - This form of Annuity provides payments during the lifetime of the Annuitant. If the death of the Annuitant occurs before the Annuitant has received the specified number of payments (as elected by the Annuitant), the payments remaining will be paid to a Beneficiary designated by the Annuitant. If no Beneficiary has been designated or if the death of the designated Beneficiary occurs before the Annuitant and Beneficiary have received the total number of payments due, the commuted value of the payments remaining will be paid in a single sum. Such payment will be paid to the estate of the last to die of the Annuitant and the designated Beneficiary. Annuity purchases and Cash Payments may be made on any form mutually agree- able between the Company and the Contractholder, in accordance with the provi- sions of the Plan. The Company will purchase the Annuity or provide the Cash Payment as described in the Processing Annuity Purchases and Processing Cash Payments provisions set forth on the Contract Summary Page. -9- FIXED (tj"I!..i ....1... ;;11' . ICi\I V .Q) 5.3 AIRTICLE V - PAYMENT OF BENEFITS (Colnl~iru.!lleo1) 5.2 PURCHASE AND AMOUNT OF ANNUITY The Company will purchase an Annuity by withdrawing the amount to be applied to purchase the Annuity from the Guaranteed Fund. The amount of the Annuity will be determined by dividing the amount withdrawn, less the amount of state premium tax, if any, by the appropriate purchase rate, which may not be less favorable than the purchase rate determined in accordance with the Purchase Rate Basis set forth on the Contract Summary Page. If the withdrawal requested plus any applicable expense charges and taxes exceed the amount of the Guaranteed Fund, the amount of the Annuity will be limited to that which can be purchased by the amount of the Guaranteed Fund remaining after with- drawal of any tax or charges specified in Article VI. SMALL ANNUITIES If the amount to be applied to purchase an Annuity is less than $3,500, the Company may, instead of purchasing an Annuity, make a Cash Payment to the Participant, Beneficiary, or Contractholder. The Cash Payment will be equal to the amount to be applied, less any tax or charges specified in Article VI. DC -10 - FIXED . 5.5 I) 5.6 . ARTICLE V - PAYMENT OF BENEFITS (Con~imJJed) 5.4 FACILITY OIF PAYMENT If any Annuitant is, in the judgment of the Company, legally, physically, or mentally incapable of personally receiving any payment due under this Contract, the Com- pany may make payment or any part thereof to another person, persons, or institu- tions who, in the opinion of the Company, are then maintaining or have custody of the Annuitant, until claim is made by the duly appointed guardian or other legal representative of the Annuitant. The payment shall constitute a full discharge of the liability of the Company to the extent thereof. Upon notice to the Company of the appointment of a legal guardian or other legal representative, the Company will pay amounts only to the guardian or other legal representative. iYHSSTATEMIENTS AND ADJIUJSTMENTS If the age or any other relevant fact relating to any Annuitant is found to have been misstated, the amount of Annuity payments payable by the Company will be adjusted, unless some other adjustment, satisfactory to the Contractholder and the Company is made. The amount of the adjustment will be made on the basis of the corrected information. The adjustment will be made without changing the date of the first payment. Any adjustment made shall be conclusive on any person affected by the adjustment. The dollar amount of any underpayment made by the Company will be paid in full with the next payment due. The dollar amount of any overpayment by the Company will be deducted to the extent possible from the next payment or payments. CAS~ I?AYMENTS OR LOANS The Contractholder may notify the Company in writing that a Cash Payment or loan has become payable, in accordance with the Plan. The Company shall withdraw on a Pro Rata Withdrawal basis the amount payable from the Guaranteed Fund, and shall pay the amount withdrawn to the Participant, Beneficiary, or Contractholder (if a trust), less taxes and applicable charges, in accordance with Article VI. If the Plan provides for employee-directed investments and this Contract is the only investment of the Investment Option, the Pro Rata Withdrawal provision will apply only to Sub- Funds under this Contract. If the Cash Payment results from a termination of the Plan or Reduction in Number of Participants, the amount payable to each affected Participant or to the Contractholder shall be made in accordance with Section 7.1. No loans shall be made after the Transfer Date specified in Article VIII. This Section shall not apply to any payment made for the purpose of reinvestment in accordance with the Plan without the approval of the Company. - 11 - FIXED . . . ARTICLE V - FA YMENT OF BENEFITS (Co&1ltinuad) 5.6 CASH PAYMENTS OR LOANS (Continued) If the amount to be withdrawn for the payment of a Cash Payment or loan exceeds the value of the Guaranteed Fund, the payment will be limited to the dollar amount in the Guaranteed Fund less taxes and applicable charges. -12 - FIXED o o o AR"f~ClE VI - CIHIAIRGES 5. ~ AIDM~NISTIRA TION CHARGlE In the event that an Administration Charge is due, as set forth on the Contract Summary Page, the Company shall withdraw the amount of the charge from the Guaranteed Fund. 5.2 CONTIAAC"f CIHIARGIE In the event that a Contract Charge is due, as set forth on the Contract Summary Page, the Company shall withdraw the amount of the charge from the Guaranteed Fund. 5.3 CO~rnNGIENT DEFERRED SALES CIHIARGE The Contingent Deferred Sales Charge Percentage, set forth on the Contract Summary Page, will be applied to reduce the following: dollar amount of a transfer to a Funding Successor; Cash Payments to Officers and Owners for in-service with- drawals (except loans, financial hardships of $50,000 or less taken at least 12 months prior to separation of service, and amounts required to be distributed as a result of compliance with Section 401 (a)(9) of the Internal Revenue Code), disability payments if such disability does not meet the Social Security definition, or upon severance of employment or retirement; outstanding loan balances of Officers and Owners upon payment of a Cash Payment on or after severance of employment; Cash Payments resulting from a termination of a Plan or Reduction in Number of Participants. 6.4 OTHER [E)(flEi\!SIE CHARGIES For services rendered at the written request of the Contractholder, the Company shall withdraw from the Guaranteed Fund amounts sufficient to reimburse itself for expenses. The amounts shall be determined by the Company in a manner consis- tent with its general practices for contracts of this class for services it renders with respect to the Plan or Contract. - 13- FIXED o o o ART~CLE V~ - CHARGES (Coll1l~DD1IUJJed) 6.5 OTHER EXPENSE WITHDRAWALS The Contractholder may notify the Company in writing that the Plan has incurred an expense and may direct that the amount be paid from the Guaranteed Fund. The Company shall withdraw the amount from the Fund and shall. pay the amount to the person or entity specified in the notice. 6.6 ~AYi\liIENT OF CHARGES With the agreement of the Company, the Contractholder may elect to pay any charge in accordance with Sections 6.1, 6.2, or 6.4 directly to the Company. In this event, the Company shall notify the Contractholder of the amount of such charge, as of the date such charge would otherwise have been withdrawn from the Guaranteed Fund. If payment of such charge is not received by the Company within thirty-one (31) days after the date of the notice, the amount thereof shall be withdrawn from the Guaran- teed Fund. 6.7 ~REi\li~lIIM TAX The Company shall withdraw from the Guaranteed Fund the amount of any premium tax levied by a state or other government entity in addition to the taxes referred to in Section 5.2. -14 - FIXED o o o AIRT~CllE Vii - PAYMENTS UPON TERMINATION OF PLAN - CONTRACT OIR REDIJCT~ONINNlUMBER OF PARTICIPANTS 7.1 PAYMENTS UPON TERMINATION OF PLAN OIR REDUCTION IN NUMBER OF PARTICIPANTS In the event that the Contractholder requests a payment from the Contract due to Plan termination, merger of the Plan, or Reduction in Number of Participants, the Contractholder shall give written direction to the Company, in accordance with Section 9.3, to make payments in one of the following manners: (a) purchase an Annuity for each affected Participant; (b) use all or a portion of the Guaranteed Fund to make Cash Payments to each affected Participant in accordance with Section 5.6. In this event, the Company will pay the market value of the amount withdrawn, less taxes and applicable charges in accordance with Article VI. The market value of the amount withdrawn is equal to the amount withdrawn, increased or decreased by the Market Value Adjustment. The Market Value Adjustment is determined by the Company in accordance with uniform procedures applicable to all contracts of this class; (c) use all or a portion of the Guaranteed Fund to make payment to a Funding Successor, in accordance with Section 8.3. Payments will be made as described in the Processing Payments Upon Plan Termination or Reduction in Number of Participants provision set forth on the Contract Summary Page. If any amount remains in the Guaranteed Fund after all liabilities of the Plan have been satisfied, the Company will pay the amount to the Contractholder in accordance with Section 8.3. Experience Rate Credits which would otherwise be credited after the Plan is terminated and after the Guaranteed Fund has been exhausted, will be paid to the Contractholder in cash. - 15- FIXED ARTICLE VII - PA YMIENTS UPON TIERIYHNA TION OF PLAN - CONTRACT OR REDUCTION IN NUMBER OF PARTICIPANTS o (ContimJled) 1.2 TERMINATION OF CONTRACT This Contract shall terminate on the date coinciding with: (a) the day the Guaranteed Fund is exhausted by withdrawals, or (b) the day no further Annuity payments are payable hereunder, whichever occurs later. o .0 - 16- FIXED . . .~ ~ 8.2 ARTICLE vm - TRANSFERS 8.1 NOTICE OF TRANSFER AND TRANSFER PAYMENTS The Contractholder may, at any time, give written direction to the Company to make one or more withdrawals from the Guaranteed Fund to provide transfer payments to a Funding Successor. The first Guaranteed Fund withdrawal will be made on a Transfer Date as described in the Processing Transfers provision set forth on the Contract Summary Page. GUARANTEED FUND WITHlDRAWAlS AND TRANSFER I?AYI\IiENTS The Company will make annual withdrawals from the Guaranteed Fund beginning on the Transfer Date and continuing on each anniversary thereof until the Fund is exhausted. The first withdrawal will be equal to the Book Value Transfer Limit reduced by the sum of (a) any amounts exchanged from the Guaranteed Fund to a Companion Contract during the twelve-month period immediately preceding the withdrawal and (b) any amounts withdrawn from the Guaranteed Fund to make Cash Payments during the twelve-month period immediately preceding the withdrawal. Subsequent withdrawals will be equal to the Book Value Transfer Limit reduced by any amounts withdrawn from the Guaranteed Fund to make Cash Payments during the twelve-month period immediately preceding the withdrawal. Instead of annual withdrawals, the Company may, at its option, make monthly withdrawals in an amount equal to one-twelfth of the annual amounts as described in the paragraph above. The Company may, at any time after the Transfer Date. withdraw the balance of the Guaranteed Fund. In this event, the Contingent Deferred Sales Charge, if any, shall be waived. Each time a withdrawal is made from the Guaranteed Fund. in accordance with this Section, the Company shall make a transfer payment to the Funding Successor in the amount of the withdrawal less taxes and applicable charges in accordance with Article VI. 8.3 Al TERNATIVlE GUARANTEED FUND WITHlIDRAWAL AND TRANSFER PAYMENT Instead of the withdrawals and transfer payments provided in Section 8.2, the Contractholder may direct the Company to withdraw all of the Guaranteed Fund on the Transfer Date. - 17 - FIXED o o o ARTICLE vm - TRANSFERS (Cofl"lltil1llUJedl) 8.3 AlTERNAT~VE GUARANTEED !FUND WITHDRAWAL AND TRANSFER PAYMENT (CoD1ftimJledl) In this event, the Company shall make a transfer payment to the Funding Successor equal to the market value of such amount. The market value of the withdrawal is equal to the amount withdrawn, increased or decreased by the Market Value Adjustment. The Market Value Adjustment is determined by the Company in accordance with uniform procedures applicable to all contracts of this class. The transfer payment shall be reduced by taxes and applicable charges in accordance with Article VI. Upon receipt of written request, the Company shall furnish the Market Value Adjustment formula to the Contractholder. 8.4 ~NTIERlEST AFTER TRANSFER lOA TIE On the Transfer Date, Section 2.3 will become inoperative. During each Contract Year thereafter, the Guaranteed Fund will be credited daily with an effective annual rate of interest equal to (a) minus (b) where: (a) is three times the Interest Rate last in effect; and (b) is two times the market interest rate available to the Company on investments for this class of contracts on the date that notice of transfer is received by the Company. For purposes of this Section, the Interest Rate will be the current rate or the rate in effect thirty (30) days prior to the date that notice of transfer is received, whichever is greater. In the event there are multiple Sub-Funds, an average Interest Rate will be determined by multiplying the amount of each Sub-Fund as of the Transfer Date by the Interest Rate, summing these amounts, and dividing this sum by the amount of the Guaranteed Fund as of the Transfer Date. Upon receipt of written request, the Company shall furnish an explanation of the formula described in (a) and (b) and of the bond index used to forecast the interest rate described in (b). - 18- FIXED o o o ARTiCLE IX - GENERAL PROVISIONS 9.~ GUARANTEES AND CHANGE OF CONTRACT The Company guarantees that the Contingent Deferred Sales Charge Percentage set forth on the Contract Summary Page will not be changed during the term of this Contract. The Company guarantees that the Interest Rate will not be changed before the end of the period for which the Interest Rate is set forth on the Contract Summary Page. Prior to the expiration of the guarantee, the Company shall provide written notice to the Contractholder of the new interest rate. The Company guarantees to credit interest to the Guaranteed Fund in accordance with the formula described in Section 8.4 during the transfer payment period. The Company reserves the right to change all other provisions of this Contract as of the second Contract Anniversary, and at any time thereafter, by giving notice to the Contractholder not less than ninety (90) days before the effective date of the change. Any portion of this Contract added or changed will be guaranteed by the Company for one year against subsequent change. Notwithstanding the other provisions of this Section, the Company may amend the Contract when, in the opinion of the Company. an amendment is necessary to protect the Company from adverse financial impact due to any amendment to or modification of the Plan, changes in the administrative practices adhered to by the Plan, changes in Investment Options offered by the Plan, or the action of any legislative, judiciary, or regulatory body, which impact the Contract. This Contract may also be changed in any respect, at any time, by written agreement between the Contractholder and the Company. No change will adversely affect the rights of any Participant with respect to an Annuity purchased before the effective date of the change unless: (a) the change is required by a governmental agency, or (b) the consent of each Participant in interest is obtained. - 19- FIXED o o o ARTICLE IX - GENERAL PROVISIONS CColl1~iuuJled) 9. ~ GUARANTEES AND CIHIANGE OF CONTRACT (Continued) No agent or other person except an officer of the Company or other Home Office official to whom authority has been delegated has authority to change this Contract, to extend the times for payment of Deposits, to waive any charges, or to bind the Company by making any promise, representation or by giving any information. Any change, extension, waiver, promise, or representation shall not be construed as authority, or act as a precedent, for the same or similar act performed by the Company on another occasion. 9.2 CONTRACTIHIOlDER The Contractholder shall be the representative under this Contract of each Employer. The Contractholder may appoint an authorized representative. The authorized representative must be mutually agreeable to both the Company and the Contractholder. The Company will deal only with the Contractholder or its authorized representative. The Company shall be entitled to rely on any action taken or omitted by the Contractholder or its authorized representative pursuant to the terms of this Contract. For purposes of this Article, Contractholder shall mean the Contractholder or its authorized representative. 9.3 COMiYlUlNICA TION AND NOT~IFICA T!ON All communications to the Contractholder or to the Company, as required under this Contract, shall be in writing. The written communication shall be addressed to the Contractholder at its principal office or to the Company at its Home Office. The Contractholder shall notify the Company of the following events thirty (30) days prior to the effective date of the event: (a) amendment or modification of the Plan; (b) change in the administrative practices adhered to by the Plan; (c) change in the Investment Options offered by the Plan; (d) Reduction in Number of Participants; (e) Plan termination; or (f) merger with another Plan for all or a class of Participants. The Contractholder shall notify the Company of a merger, consolidation, or reorganization by the Employer within thirty (30) days after the effective date of the event. - 20- FIXED o o o ARTICLE IX - GENERAll?ROVISIONS (ColnJ~ilnJlUled) 9.~ I?LACE OF PAYMENT--CURRIENCY All Deposits and other amounts payable by the Contractholder shall be payable to the Company at its Home Office. All payments by the Company under this Contract shall be payable at its Home Office, except where payment at any other place is required by an applicable law. All monies payable under this Contract, whether to or by the Company, shall be in lawful money of the United States of America. 9.5 CIERTIFICA TIES The Company will issue an Annuity certificate to each person for whom an Annuity is purchased under this Contract as of the date the first payment is made. In addition, if any applicable law requires, the Company will issue a descriptive certificate to the Contractholder for delivery to each Participant. Each descriptive certificate will describe the benefits to which the person or Participant is entitled under this Contract. 9.S ~lENIEFICIARY --SETTLEMENT OPTIONS If this Contract provides for payment of any amount or amounts after the death of an Annuitant to a person other than a survivor Annuitant, payment shall be made to a Beneficiary designated by such Annuitant. An Annuitant may change a Beneficiary previously designated. Any designation or change shall be made by filing a request with the Company on a form satisfactory to it, and shall become effective when entered upon the records of the Company. After any such designation or change is entered, it shall relate back and take effect as of the date of the request, but without prejudice to the Company on account of any payments made by it before receipt of such request. The interest of any Beneficiary shall cease upon death, unless the Annuitant has directed otherwise. If there is no designated Beneficiary to receive any amount which becomes payable to a Beneficiary, the amount shall be payable to the estate of the last to die of the Annuitant and the Beneficiary. The Company, in determining the existence, ages, or any other facts relating to any persons designated as Beneficiaries, either as a class or otherwise, may rely solely on any affidavit or other evidence deemed satisfactory by it, and each and every payment made by it in reliance thereon will, to the extent of such payment, be a valid discharge of its obligation under this Contract. - 21 - FIXED .ii '! I) .- ~ 9.7 9.8 ARTICLE m: - GIENERAL /PROVISIONS (ConlthlllUJedl) 9.6 I8IENEFICIARY--SETl"lEMENT OIPTIONS (Continued) If any payments other than a single sum become payable to one or more Beneficiaries, and if the monthly amount of the payments payable to any Beneficiary is less than $20, or if the Beneficiary is other than a natural person receiving payments in its own right, the Company may, instead of making the payments, pay the commuted value thereof in full settlement of its liability for such payments. If at any time the amount that would be payable in a single sum to the Beneficiary, if such Annuitant were to die at that time, exceeds $3,500, the Annuitant and the Company may arrange, by mutual agreement, a mode of settlement other than payment in a single sum. If no mode of settlement has been arranged before the death of an Annuitant, the Beneficiary and the Company may then mutually agree upon a mode of settlement for the benefit of the Beneficiary other than payment in a single sum. IE~PERIENCE IRATE CREDITS This Contract will be experience rated each calendar year by application of the Company's experience rating plan in force during such year. Any experience rate credit which may arise through such application will be credited to the Guaranteed Fund, except as provided in Section 7.1. ASSIGNMENT Except insofar as may be contrary to any applicable laws, all Benefit Payments under this Contract are not assignable and are not subject to the claims of any creditor. 9.9 ~NfORMA1~ONDDRECORIDS The Contractholder shall furnish all information which the Company may reasonably require for the administration of this Contract. If the Contractholder cannot furnish this information, the Company may request the person concerned to furnish such information. The Company will not be liable for the fulfillment of any obligations until it receives all requested information in a form satisfactory to it. - 22- FIXED o o o ARTICLE IX - GENERAll?ROVISIONS (CorntiB1lLlledl) 9. ~ 0 ENTIRE CONTRACT --CONSTRUCTION This document, together with the attached Application, constitute the entire Contract. This Contract will be construed according to the laws of the jurisdiction set forth on the cover page of this document. - 23- FIXED o AIPIPIUCATRONIFOIA GIAOUI? ANN/URTY CONTRACT MAIDE TO NATBONWIIOE UIFE INSURANCE COMPANY (called Naiionwide) ONE NATUONWBOIE I?ILAZA COlUJMBlUIS, OIHlUO 43216 Trustee(s) of the 1998 Auqusta Money PllrC'!h.::l!C:~ 'Pl an b Trust (Exact Name of Applicant, e.g., ABC Company, Inc. or Trustees of XVZ Company, Inc. Retirement Trust) The Applicant applies for Group Annuity Contract Form No. o APO-2241 (V1) }[! APO-2242 (V2) o APO-1538 (V3) The Applicant approves and accepts the terms of the Contract. The Applicant cenifies that to the best of its knowledge: 1. The Applicant has the authority to enter into the Contract. 2. The Applicant's plan qualifies under Section 401 of the Internal Revenue Code. If not so qualified, describe type of plan: 3. The Applicant, if a sole proprietorship or partnership: : . ~ a. is a financially sophisticated law, accounting, investment banking, pension.Gpnsulting, or investment advisory firm with financial/business knowledge' 'and experience, capable of adequately representing its interests and those of its e.nJploy~es; or o b. has obtained the advice of an independent, expert financial or busir;~ss ad\tisor hav- ing no affiliation or material business relationship with Nationwide life, ar.,d capable of adequately representing the interest of the Applicant and its emp-Ioyees; and c. the plan covers only employees of a single employer or employees of interrelated partnerships. 4. This Contract is a permissible investment under the Applicant's plan. FOR USE WBTIHI VDIRTlUJOSO 3 CONTRACTS ONLY AmolL8U1t of !Deposit Commitment $ to be made within ":; . ':l :"~ mont~~. . , If Nationwide fails to accept this Application, the amount of Deposit will be refunded..withqut c:, . interest. -:1 .. MCM Financial Corp. dba Pension Service d.%Qesignatedtoreceiveanycomr;tlJssi8~s payable under this Contract. _-I 0"\ r;'J :::0 1'1,e See Trustees' Signatures Attached Title (Trustee. If Applicable) APO-2251 VIRTUOSO o Lee Beard, Mayor Pro Tern o \..0. (All Trustees must sign) rv -! C"\ ,;'"J ;..;J o { (. AIPPO~~l'MIE~1r Of CON1rIFU\C1rIHlOl[D)lEIRD~ AlUJl'IHlOIR~ZIEIQ) IRIEIP'RIESIE~l' A l'~VIE VIER~f~CA l'~ON Of RECEHPl Of SIP'EC~MEINI GROUP ANlNllUJ~1V CONTRAC1r(S) o AND COMPllETED PROPOSAL PAG!E~ Trustees of the 1998 AUGUSTA MONEY I?IURCIHIASE PLAN Trus~ ("Contractholder") hereby delegate to I?IENSION SlElRV~CIE COMPANY ("Authorized Representative"), the authority and responsibilty to act on behalf of the Contractholder in performing the following acts under one or more Nationwide Life Insurance Company ("Nationwide@") group annuity contracts ("Contract(s)") issued in connection with a retirement plan ("Plan"): 1. 2. 3. 4. Q To receive all communications from Nationwide@ as they pertain to a Contract, and to forward all communications to Nationwide@) from the Contractholder. To receive information relating to Contract fund performance, updated interest guarantees, and all other funding information which is provided by Nationwide@). To receive issued Contracts, Contract amendments, Contract endorsements, and all other correspondence from Nationwide@) and to deliver such items to the Contractholder. To receive Contract deposits from the Contractholder, but only in the form of notes made payable to Nationwide@), and to submit such deposits, along with all information required by Nationwide@ for the proper and prompt investment of such deposits, to Nationwide@). To access Contract values and Contract fund balances, as frequently as necessary for the benefit of the Contractholder, including, but not limited to, receiving periodic accountings of all transactions under a Contract and delivering such accounting to the Contractholder. The Authorized Representative may be authorized to access account balances through the Nationwide@ voice response system (1INQUIRE") and the Internet. This election will also authorize Nationwide@) to allow participants to access their account balances through INQUIRE and the Internet. In the event the Authorized Representative and participants are authorized to access account balances through INQUIRE and the Internet, the Authorized Representative shall provide copies of the brochures and other written materials describing these services to the Contractholders and participants. The authority to access account balances is contingent upon the election below: -., \.0 . . c:: ..:-.. 5.a. The Authorized Representative and participants are hereby 00 authO}iled'.D not authorized to access account balances through the Nationwide@ voice response system (1INQUIRE") and the Internet in accordance with Section 5. 0', . -oJ 6. To instruct Nationwide@ to exchange amounts within and among Contract(s) an~o provide all information required by Nationwide@ for the proper and prompt exchange of these arriliunts": en r:! '0 APO-2704-C (10/96) 6/4198 3:02:48 PM 257.1998 AUGUSTA MONEY PURCHASE PLAN . 7. 8. . 9. The Authorized Representative may be authorized to make exchanges and change participants' fund elections of future contributions through the Nationwide@) full-service voice response system ("INQUIRE") and the Internet. This election will also authorize Nationwide@) to take direction from participants for exchanges and changes in their fund elections of future contributions through the Nationwide@) full-service voice response system (1INQUIRE") and the Internet. In the event the Authorized Representative and participants are authorized access to the full-service version of INQUIRE and the Internet, the Authorized Respresentative shall provide copies of the brochures and other written materials describing these services to the Contractholders and participants. The authority to access this version of INQUIRE and the Internet is contingent upon the election below: 6.a. The Authorized Representative and participants are hereby 00 authorized 0 not authorized to make exchanges and change participants' fund elections of future contributions through the Nationwide@ full-service voice response system (1INQUIRE") and the Internet in accordance with Section 6. To instruct Nationwide@) to purchase annuities or make cash payments to participants pursuant to a Contract and to provide all information required by Nationwide@ to make such annuity purchases or cash payments. To notify Nationwide@) of expenses incurred by a Plan which are to be paid from the amounts held under a Contract. Such notification will include all information required by Nationwide@) to make such a payment. To receive checks from Nationwide@) made payable to the Authorized Representative, withdrawn from funds held under any and all Nationwide@ group annuity contracts issued to the Contractholder. Such checks will be for the sole purpose of providing payment of plan administration service fees for services rendered by the Authorized Representative to the Plan(s) which are funded by the Contract(s). . Nationwide@ shall accept the Authorized Representative's direction as to the fees to be withdrawn, in accordance with the authority granted in Section 8 of this form. The authority to accept such payment is contingent upon the election below: 9.a. The Authorized Representative is hereby 00 authorized D not authorized to J;eceive checks from Nationwide@ in accordance with Section 9. ~ -;..-!. S: ~') "- ... ;-": ~ 10. To request that services be performed by Nationwide@ for which Nationwide@ may::feimbi:Jrse itself from a Contract for the cost of such services. The Authorized Representative agreesnot "to request such services without prior written agreement between the Authorized Represeillati~~ and the Contractholder. N :' . : 11. . . .- -, C"\ rr, To perform any other act specifically authorized by the Contractholder in writing. SuCh written authorization must be received and accepted by Nationwide@). Upon acceptance by Nationwide@, such additional written authorization will be attached to and be made part of this Appointment and be subject to all provisions set forth herein. APO-2704-C (10/96) 6/4198 3:02:48 PM 257.1998 AUGUSTA MONEY PURCHASE PLAN '.. ". The Contractholder and Authorized Representative agree to hold Nationwide@ harmless for any ~pre.sentations or any action.s taken by the A~th~rized. Representative, its employees, its ~gents, or .its C)>polntees, when the Authonzed Representative IS acting on behalf of the Contractholder In performing Cfelegated tasks related to the operation of the Contract. The Contractholder and Authorized Representative further agree that Nationwide@ will reserve the right to communicate directly with the Contractholder without notification to the Authorized Representative whenever Nationwide@ deems it necessary . This Appointment shall be effective from the date of execution until ten (10) days after the Contractholder delivers a notice, in writing, to Nationwide@ of its canceUation. VERIFICA TION OF RECEIPT OF SPECIMEN GROUP ANNUITY CONTRACT(S) AND COMPLETED PROPOSAL PAGES The trustee acknowledges that helshe has received and read the Nationwide@ group annuity specimen contract(s) , , and the completed proposal pages for each applicable contract form, indicated below prior to signing any Nationwide@) group annuity contract application(s). The trustee understands that the appropriate interest rates (where applicable) and contract charges are disclosed in these documents. [g] Nationwide@) Variable Product - Specimen Contract Form APO-2243 [g] Nationwide@) Fixed Product - Specimen Contract Form APO-2242 ()J Nationwide@ Indexed Fixed Product - Specimen Contract Form APO-2241 r "\ \~-- . - 1 We hereby agree with the provisions set forth herein and the verification indicated above: . ':: Attached ~ ~ ,/tpf)[i' & Date ,-/~_/F Date ationwide@ Life I (p!J()(Cfrt DC<te I Authorized Representative APO-2704-C (10/96) 6/4198 3:02:48 PM 257 -1998 AUGUSTA MONEY PURCHASE PLAN o I ( E(>tJ Lee Be~rd, Mayor Pro Tem o ~- , Stephen E. Shepar , ~~~~ Moses Todd, Commlssionerc: :", <'- - . (All Trustees must sign) C', :? r-.,) c:..'" I . . o . . . APO-2706 614/98 3:02:49 PM NATIONWIDE LIFE INSURANCE COMPANY PAYOR DESIGNATION FORM EXPLANATION ~~-:-... .' . The Unemployment Compensation Amendments of 1992 affects plan participants receiving distributions from a qualified plan. The Act impacts qualified retirement plan rOllovers, withholding and transfer rules. The Act provides that the "Plan Administrator" (as defined in your plan document) must withhold a mandatory 20% on any distribution from a qualified plan which is eligible to be rolled over unless the distribution is transferred directly to an IRA or another qualified plan. Existing withholding rules apply to distributions which are not eligible for rollover treatment. The "Plan Administrator" must withhold and be liable for payment of any Federal income tax from plan benefit paid to participants. If Administrator is not defined in the plan, the Employer, as plan sponsor, is usually deemed to be the Administrator. The responsibility to withhold can be designated to Nationwide Life Insurance Company ("Nationwide@") for payments made from contracts funding a qualified retirement plan. ". As designated Payor, Nationwide@ will provide the following services: 1. Make benefit check or wire payable to the plan participant less 20% withheld for Federal Income Tax, or other applicable Federal Income Tax; or 2. Make benefit check or wire payable directly to an IRA for the benefit of the plan participant; or 3. Make benefit check or wire payable directly to another qualified employer plan for the benefit of the plan participant. 4. Provide tax reporting information to all participants who have received benefit payment(s) during a calendar year on a Form 1099-R. 5. Withhold and remit to the Federal goverment, all withholding amounts. This service eliminates the need for the Plan Administrator to remit these amounts and prepare necessary quarterly and annual reporting forms to document withholding to the IRS. 257.1998 AUGUSTA MONEY PURCHASE PLAN . .... .., .. APO-2706 6/4/98 3:02:49 PM Nationwide@ must receive the following information in order to accept liability for Federal Income Tax withholding: .. The name, address, and social security number of the payee, .. the amount of "after-tax" employee contributions (not eligible for rollover), .. amount of any premiums for life insurance paid for the current cost of life insurance that were previously included as income (not eligible for rollover), .. reason for distribution (e.g. death, disability, retirement), .. any other information required by 1099R. If Nationwide@) IS NOT designated Payor, services will be limited to a check or wire payable to the Trustees. IT WILL BE THE RESPONSIBILITY OF THE TRUSTEE TO APPLY THE APPROPRIATE WITHHOLDING RULES AND REPORTING RULES. This designation will remain in effect until it is revoked in writing by the plan trustees. The above information is not intended to provide plan or legal advice. Please contact your tax advisor if there are questions regarding the Plan Administrator responsibilities under the Act. If you would like to designate Payor responsibilities to Nationwide Life Insurance Company, please check Box A on the attached form. If you do not wish for Nationwide@ to perform the services outlined above, please check Box B. Please return this form at your earliest convenience as distributions cannot be processed without it. 257.1998 AUGUSTA MONEY PURCHASE PLAN o o '0 APO-2706 6/4/98 3:02:49 PM .0 NATIONWIDE LIFE INSURANCE COMPANY PAYOR DESIGNATION FORM Please check 80x A or 8, and sign and date this form. [KJ A. As Plan Administrator, I hereby direct Nationwide Life Insurance Company to process participant distributions as prescribed by the Unemployment Compensation Amendments. Provisions of the Act will be followed for qualified plan rollovers, transfers, and withholding. I agree to provide Nationwide@ with the necessary information. D 8. As Plan Administrator, I do not direct Nationwide Life Insurance Company to process participant distributions. I will take responsibility for: 1. Initiating benefit payments, 2. provide tax reporting forms to participants, and 3. remit withholding to the IRS. Name of Plan: 1998 AUGUSTA MONEY PURCHASE PLAN Trust Case No. Dated: J~ fJ /I/Cj/f tI' '. TIllo documonl oppIOVod &s ~~~l?f-m. nome, ~ . 257 - 1998 AUGUSTA MONEY PURCHASE PLAN