UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              to                             
Commission file number: 001-08052
TORCHMARKLOGOCOLORA01RGBA40.JPG
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
63-0780404
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
3700 South Stonebridge Drive, McKinney, TX
 
75070
(Address of principal executive offices)
 
(Zip Code)
972-569-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
CUSIP
 
Name of each exchange on
which registered
Common Stock, $1.00 par value per share
 
891027104
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:     None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     
Yes   x      No   ¨     
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  ¨        No  x    
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     
Yes   x        No  ¨    
I ndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes   x        No  ¨    


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   ¨     No    x
As of June 30, 2018 , the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $9.0 billion based on the closing sale price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
  
Outstanding at February 19, 2019
Common Stock, $1.00 par value per share
  
110,236,297 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document
  
Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Stockholders to be held April 25, 2019 (Proxy Statement)
  
Part III


TORCHMARK CORPORATION
Table of Contents
  
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
Item 1A.
 
Item 1B.
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
Item 5.
 
Item 6.
 
Item 7.
 
Item 7A.
 
Item 8.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 9.
 
Item 9A.
 
Item 9B.
 
 
 
 
Item 10.
 
Item 11.
 
Item 12.
 
Item 13.


 
Item 14.
 
 
 
 
Item 15.

Table of Contents



PART I

ITEM 1. BUSINESS
 
Torchmark Corporation ("Torchmark", "we", "our", and "us") is an insurance holding company incorporated in Delaware in 1979. Its primary subsidiaries are Globe Life And Accident Insurance Company (Globe Life), American Income Life Insurance Company (American Income), Liberty National Life Insurance Company (Liberty National), Family Heritage Life Insurance Company of America (Family Heritage), and United American Insurance Company (United American).

Torchmark’s website is: www.torchmarkcorp.com. Torchmark makes available free of charge through its website, its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after they have been electronically filed with or furnished to the Securities and Exchange Commission. Other information included in Torchmark's website is not incorporated into this filing.
 
The following table presents Torchmark’s business by primary marketing distribution method.
 
 
Primary
Distribution Method
 
Company
 
Products and Target Markets
 
Distribution
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Globe Life Direct Response
 
Globe Life And Accident Insurance Company

McKinney, Texas
 
Individual life and supplemental health insurance including juvenile and senior life coverage and Medicare Supplement to lower middle to middle-income Americans.
 
Nationwide distribution through direct-to-consumer channels; including direct mail, electronic media and insert media.

AILCOLORA20.JPG
American Income Exclusive Agency
 
American Income Life Insurance Company

Waco, Texas
 
Individual life and supplemental health insurance marketed to working families.
 
6,894 producing agents in the U.S., Canada, and New Zealand.
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Liberty National Exclusive Agency
 
Liberty National Life Insurance Company

McKinney, Texas
 
Individual life and supplemental health insurance marketed to lower middle to middle-income families.
 
2,159 producing agents in the U.S.
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Family Heritage Exclusive Agency
 
Family Heritage Life Insurance Company of America
Cleveland, Ohio
 
Supplemental limited-benefit health insurance to lower middle to middle-income families.
 
1,097 producing agents in the U.S.
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United American Independent Agency
 
United American
Insurance Company

McKinney, Texas
 
Medicare Supplement coverage to Medicare beneficiaries and, to a lesser extent, supplemental limited-benefit health coverage to people under age 65.
 
4,415 independent producing agents in the U.S.
 
Additional information concerning industry segments may be found in Management’s Discussion and Analysis and in Note 14—Business Segments in the Notes to the Consolidated Financial Statements.

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Insurance
 
Life Insurance
 
Torchmark’s insurance subsidiaries write a variety of nonparticipating ordinary life insurance products. These include traditional and interest sensitive whole-life insurance, term life insurance, and other life insurance. The following tables present selected information about Torchmark’s life products.
 
Annualized Premium in Force
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount  
 
% of
Total
Whole life:
 
 
 
 
 
 
 
 
 
 
 
Traditional
$
1,643,122

 
67
 
$
1,567,077

 
66
 
$
1,471,054

 
65
Interest-sensitive
41,414

 
2
 
44,286

 
2
 
47,358

 
2
Term
671,840

 
27
 
664,558

 
28
 
657,797

 
29
Other
108,352

 
4
 
97,178

 
4
 
86,527

 
4
 
$
2,464,728

 
100
 
$
2,373,099

 
100
 
$
2,262,736

 
100
 
 
Policy Count and Average Face Amount Per Policy
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Policy Count
 
Average Face Amount per Policy
 
Policy Count
 
Average Face Amount per Policy
 
Policy Count
 
Average Face Amount per Policy
Whole life:
 
 
 
 
 
 
 
 
 
 
 
Traditional
8,112,745

 
$
13.9

 
8,045,522

 
$
13.6

 
7,953,837

 
$
13.2

Interest-sensitive
209,948

 
20.6

 
219,487

 
20.5

 
229,459

 
20.5

Term
4,459,850

 
14.9

 
4,351,901

 
15.0

 
4,232,417

 
15.2

Other
376,632

 
12.9

 
355,053

 
12.3

 
329,797

 
11.9

 
13,159,175

 
$
14.3

 
12,971,963

 
$
14.1

 
12,745,510

 
$
13.9


The distribution methods for life insurance products include direct response, exclusive agents, and independent agents. These methods are described in more depth in the primary marketing distribution method chart earlier in this report. The following table presents life annualized premium in force by distribution method.
 
Annualized Premium in Force
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
Globe Life Direct Response
$
812,780

 
$
796,628

 
$
782,222

Exclusive agents:
 
 
 
 
 
American Income
1,129,384

 
1,059,216

 
966,990

Liberty National
300,846

 
295,235

 
288,005

Independent agents:
 
 
 
 
 
United American
11,094

 
12,121

 
13,292

Other
210,624

 
209,899

 
212,227

 
$
2,464,728

 
$
2,373,099

 
$
2,262,736

 

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Health Insurance
 
Torchmark offers Medicare Supplement and limited-benefit supplemental health insurance products that include primarily critical illness and accident plans. These policies are designed to supplement health coverage that applicants already own. Medicare Supplements are offered to enrollees in the traditional fee-for-service Medicare program. Medicare Supplement plans are standardized by federal regulation and are designed to pay deductibles and co-payments not paid by Medicare.

The following table presents supplemental health annualized premium in force information for the three years ended December 31, 2018 by product category.
 
Annualized Premium in Force
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount  
 
% of
Total
Medicare Supplement
$
524,415

 
49
 
$
495,982

 
49
 
$
502,691

 
51
Limited-benefit plans
549,283

 
51
 
522,038

 
51
 
495,943

 
49

$
1,073,698

 
100
 
$
1,018,020

 
100
 
$
998,634

 
100
 
The following table presents supplemental health annualized premium in force for the three years ended December 31, 2018 by distribution method.
 
Annualized Premium in Force
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
Direct Response
$
79,325

 
$
76,672

 
$
74,261

Exclusive agents:
 
 
 
 
 
Liberty National
201,294

 
205,136

 
210,260

American Income
88,237

 
84,775

 
78,947

Family Heritage
290,186

 
268,584

 
249,857

Independent agents:
 
 
 
 
 
United American
414,656

 
382,853

 
385,309

 
$
1,073,698

 
$
1,018,020

 
$
998,634

 
Annuities
 
Annuity products include single-premium and flexible-premium deferred annuities. Annuities in each of the three years ended December 31, 2018 comprised less than 1% of premium.
 
Pricing
 
Premium rates for life and health insurance products are established using assumptions as to future mortality, morbidity, persistency, investment income, expenses, and target profit margins. These assumptions are based on Company experience and projected investment earnings. Revenues for individual life and health insurance products are primarily derived from premium income, and, to a lesser extent, through policy charges to the policyholder account values on annuity products and certain individual life products. Profitability is affected by actual experience deviations from the pricing assumptions and to the extent investment income varies from that required for policy reserves.
 
Collections for annuity products and certain life products are not recognized as revenues, but are added to policyholder account values. Revenues from these products are derived from charges to the account balances for insurance risk and administrative costs. Profits are earned to the extent these revenues exceed actual costs. Profits are also earned from investment income in excess of the amounts required for policy reserves.

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Underwriting
 
The underwriting standards of each Torchmark insurance subsidiary are established by management. Each subsidiary uses information obtained from the application and, in some cases, telephone interviews with applicants, including, but not limited to inspection reports, pharmacy data, doctors’ statements and/or medical examinations to determine whether a policy should be issued in accordance with the application, with a different rating, with a rider, with reduced coverage, or rejected.

Reserves
 
The life insurance policy reserves reflected in Torchmark’s consolidated financial statements as future policy benefits are calculated based on accounting principles generally accepted in the United States of America (GAAP). These reserves, with premiums to be received in the future and the interest thereon compounded annually at assumed rates, must be sufficient to cover policy and contract obligations as they mature. Generally, the mortality and persistency assumptions used in the calculations of reserves are based on Company experience. Similar reserves are held on most of the health policies written by Torchmark’s insurance subsidiaries, since these policies generally are issued on a guaranteed-renewable basis. The assumptions used in the calculation of Torchmark’s reserves are reported in Note 1—Significant Accounting Policies . Reserves for annuity products and certain life products consist of the policyholders’ account values and are increased by policyholder deposits and interest credited and are decreased by policy charges and benefit payments.
 
Investments
 
The nature, quality, and percentage mix of insurance company investments are regulated by state laws. The investments of Torchmark insurance subsidiaries consist predominantly of high-quality, investment-grade securities. Approximately 95% of our invested assets at fair value are fixed maturities at December 31, 2018 . ( See Note 4—Investments and Management’s Discussion and Analysis . )
 
Competition
 
Torchmark competes with other insurance carriers through policyholder service, price, product design, and sales efforts. While there are insurance companies competing with Torchmark, no individual company dominates any of Torchmark’s life or health markets.
 
Torchmark’s health insurance products compete with, in addition to the products of other health insurance carriers, health maintenance organizations, preferred provider organizations, and other health care-related institutions which provide medical benefits based on contractual agreements.
 
Management believes Torchmark companies operate at lower policy acquisition and administrative expense levels than peer companies. This allows Torchmark to have competitive rates while maintaining higher underwriting margins.
 
Regulation
 
Insurance. Insurance companies are subject to regulation and supervision in the states in which they do business. The laws of the various states establish agencies with broad administrative and supervisory powers which include, among other things, granting and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, approving certain premium rates, setting minimum reserve and loss ratio requirements, determining the form and content of required financial statements, and prescribing the type and amount of investments permitted. They are also required to file detailed annual reports with supervisory agencies, and records of their business are subject to examination at any time. Under the rules of the National Association of Insurance Commissioners (NAIC), insurance companies are examined periodically by one or more of the supervisory agencies.

Risk-Based Capital (RBC). The NAIC requires that a risk-based capital formula be applied to all life and health insurers. The risk-based capital formula is a threshold formula rather than a target capital formula. It is designed only to identify companies that require regulatory attention and is not to be used to rate or rank companies that are adequately capitalized. All Torchmark insurance subsidiaries are more than adequately capitalized under the risk-based capital formula.

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Guaranty Assessments. State guaranty laws provide for assessments from insurance companies to be placed into a fund which is used, in the event of failure or insolvency of an insurance company, to fulfill the obligations of that company to its policyholders. The amount which a company is assessed is based on its proportional share of the premium in each state. A significant portion of assessments are recoverable as offsets against state premium taxes. (See Note 6—Commitments and Contingencies for current assessment . )
 
Holding Company. States have enacted legislation requiring registration and periodic reporting by insurance companies domiciled within their respective jurisdictions that control or are controlled by other corporations so as to constitute a holding company system. Torchmark and its subsidiaries have registered as a holding company system pursuant to such legislation in Indiana, Nebraska, Ohio, and New York.

Insurance holding company system statutes and regulations impose various limitations on investments in subsidiaries, and may require prior regulatory approval for material transactions between insurers and affiliates and for the payment of certain dividends and other distributions.
 
Personnel
 
At the end of 2018 , Torchmark had 3,102 employees, consistent with the prior year.

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ITEM 1A. RISK FACTORS
 
Risks Related to Our Business
 
The insurance industry is a regulated industry, populated by many public and private companies. We operate in the industry's life and health insurance sectors, each of which has its own set of risks.
 
Operational Risks:

The development and maintenance of our various distribution systems are critical to growth in product sales and profits. Development and retention of producing agents are critical to support sales growth in this market because our insurance sales are primarily made to individuals, and the face amounts of the life insurance policies sold are typically lower than those of policies sold in higher-income markets. Compensation that is competitive with other career opportunities and motivates producing agents to increase sales is also critical. Globe Life Direct Response is continuously developing new methods of reaching consumers and realizing cost efficiencies. Less than optimum execution of these strategies may result in reduced sales and profits.
 
Economic conditions may materially adversely affect our business and results of operations. We primarily serve the lower-middle to middle-income market for individual life and health insurance and, as a result, we compete directly with alternative uses of a customer’s disposable income. If disposable income within this demographic group declines or the use of disposable income becomes more limited as a result of a significant, sustained economic downturn or otherwise, then new sales of our insurance products could become more challenging, and our policyholders may choose to defer or stop payment of insurance premiums altogether. Economic conditions could also impact our investment portfolio as discussed under Investment Risks below.
 
Variations in expected-to-actual rates of mortality, morbidity and persistency could materially negatively affect our results of operations and financial condition. We establish policy reserves to pay future policyholder benefits. These reserves do not represent an exact calculation of liability, but rather are actuarial estimates based on models that include many assumptions and projections which are inherently uncertain. The reserve computations involve the exercise of significant judgment with respect to levels of mortality, morbidity and persistency, as well as the timing of premium and benefit payments. Even though our actuaries continually test expected-to-actual results, actual levels that occur may differ significantly from the levels assumed when premium rates were first set. Accordingly, we cannot determine with precision the ultimate amounts of policyholder benefits that we will pay or the timing of such payments. Significant adverse variations from the levels assumed when policy reserves are first set could result in increased policy obligations and negatively affect our profit margins and income.
 
A ratings downgrade or other negative action by a rating agency could materially affect our business, financial condition and results of operations. Various rating agencies review the financial performance and condition of insurers, including our insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to fulfill its contractual obligations. These ratings are important to maintaining public confidence in our insurance products. A downgrade or other negative action by a rating agency with respect to the financial strength ratings of our insurance subsidiaries could negatively affect us in many ways, including: limiting or restricting the ability of our insurance subsidiaries to pay dividends to us and adversely affecting our ability to sell insurance products through independent insurance agencies.
 
Rating agencies also publish credit ratings for us. Credit ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations in a timely manner. These ratings are important to our overall ability to access certain types of capital. Actual or anticipated downgrades in our credit ratings, or an announcement that our ratings are under further review for a downgrade, could potentially have a negative effect on our financial condition and results of operations. Such an event could limit our access to capital markets, increase the cost of debt, or impair our ability to raise capital to refinance maturing debt obligations, thereby potentially limiting our capacity to support growth at our insurance subsidiaries or making it more difficult to maintain or improve the current financial strength ratings of our insurance subsidiaries.

Ratings reflect only a rating agency’s views and are not recommendations to buy, sell or hold our securities. Rating agencies assign ratings based upon several factors. While most of the factors relate to the rated company, some of the factors relate to the views of the rating agency, general economic conditions and circumstances outside the rated

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company’s control. In addition, rating agencies use various models and formulas to assess the strength of a rated company, and from time to time rating agencies have, in their discretion, altered the models. Changes to the models could impact a rating agency's judgment of the rating to be assigned to the rated company. There can be no assurance that our current credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. We cannot predict what actions the rating agencies may take, or what actions we may take in response to the actions of the rating agencies which could negatively affect our business, financial condition and results of operations.
 
Life Insurance Marketplace Risk:

Our life insurance products are sold in selected niche markets. We are at risk should any of these markets diminish. We have several life distribution channels that focus on distinct market niches, two of which are labor unions and sales via Globe Life Direct Response solicitation. Deterioration of our relationships with organized labor or adverse changes in the public’s receptivity to direct response marketing initiatives could negatively affect our life insurance business.
 
Health Insurance Marketplace Risks:

The health insurance market is subject to substantial regulatory scrutiny. Regulatory changes could impact our Medicare Supplement and other supplemental health business. The nature and timing of any such changes cannot be predicted and could have a material adverse effect on our health insurance business.
 
Competition in the health insurance market can be significant. Sales of our health insurance products are subject to competition from other health insurance companies and alternative healthcare providers, such as those that provide alternatives to traditional Medicare to seniors. In addition, some insurers may be willing to significantly reduce their profit margins or underprice new sales in order to gain market share. We choose not to compete for market share based on these terms. Accordingly, changes in the competitive landscape, including the pricing strategies employed by our competitors, could negatively impact the future sales of our health insurance products.
 
Obtaining timely and appropriate premium rate increases for certain health insurance policies is critical. A significant percentage of the health insurance premiums that our insurance subsidiaries earn is from Medicare Supplement insurance. Medicare Supplement insurance, including conditions under which the premiums for such policies may be increased, is highly regulated at both the state and federal level. As a result, our Medicare Supplement business is characterized by lower profit margins than life insurance and requires strict administrative discipline and economies of scale for success. Since Medicare Supplement policies are coordinated with the federal Medicare program, which experiences health care inflation every year, annual premium rate increases for the Medicare Supplement policies are typically necessary. Obtaining timely rate increases is of critical importance to our success in this market. Accordingly, the inability of our insurance subsidiaries to obtain approval of premium rate increases in a timely manner from state insurance regulatory authorities could adversely impact their profitability and thus our business, financial condition and results of operations.

Information Security and Technology Risks:
 
The failure to maintain effective and efficient information systems at the Company could compromise data security, thereby adversely affecting our financial condition and results of operations. Our business is highly dependent upon information systems to operate in an efficient and resilient manner. We gather and maintain data on our information systems, including the identity, health and financial information of our current, former and prospective policyholders, for the purpose of conducting marketing, sales and policy administration functions. This information is highly targeted by malicious threat actors.

Malicious threat actors, employee or agent errors or disasters affecting our information systems could impair our business operations, regulatory compliance and financial condition. An attacker could circumvent security measures in order to access, alter or delete data from our systems or to render our systems unavailable for business use. Additionally, we may not become aware of sophisticated cyber-attacks for some time after they occur, thereby increasing the Company's exposure. We may have to incur significant costs to address existing and future regulatory requirements related thereto. These risks are heightened as the frequency and sophistication of cyber-attacks increase.


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Employee or agent errors in the handling of our information systems may inadvertently result in unauthorized access to customer or proprietary information, or an inability to use our information systems to efficiently support business operations.

We may utilize the services of third parties in order to conduct our business. Cyber events affecting these third parties could materially impact our sales and operational efficiency.

We anticipate more frequent and sophisticated cyber-attacks along with more impactful regulatory oversight models. An increasing number of states also require that customers be notified of unauthorized access, use or disclosure of their confidential information. Any such breach of confidential information could damage our reputation in the marketplace, deter potential customers from purchasing our products, result in the loss of existing customers, subject us to significant civil and criminal liability, or require us to incur significant technical, legal or other expenses.

In the event of a disaster, such as a natural catastrophe, an industrial accident, a blackout, or a terrorist attack or war, our computer systems may be inaccessible to our employees, agents or customers for a period of time. A disaster or natural catastrophe, an industrial accident, terrorist attack or war may make our information systems unavailable to support business operations for a period of time, which could adversely affect our financial condition and results of operations. Even if our employees are able to report to work, they may be unable to perform their duties for an extended period of time if our data or systems are disabled or destroyed and existing contingency plans cannot function as designed.

Reputational Risk:
 
Damage to the reputation of Torchmark or its subsidiaries could affect our ability to conduct business. Negative publicity through traditional media, internet, social media and other public forums could damage our reputation and adversely impact our agent recruiting efforts, the ability to market our products and the persistency of our block of inforce policies. As discussed above in Information Security and Technology Risks , the Company could be subjected to adverse publicity as a result of a significant security breach.

Investment Risks:
 
Our investments are subject to market and credit risks. Significant downgrades, delinquencies and defaults in our investment portfolio could potentially result in lower net investment income and increased realized and unrealized investment losses. Our invested assets are subject to the customary risks of defaults, downgrades and changes in market values. Our investment portfolio consists predominately of fixed maturity and short-term investments, where we are exposed to the risk that individual issuers will not have the ability to make required interest or principal payments. The concentration of these investments in any particular issuer, industry, group of related industries or geographic areas increases this risk. Factors that may affect both market and credit risks include interest rate levels (consisting of both treasury rate and credit spread), financial market performance, disruptions in credit markets, general economic conditions, legislative changes, particular circumstances affecting the businesses or industries of each issuer and other factors beyond our control.

Additionally, as the majority of our investments are longer-term fixed maturities that we typically hold until maturity, significant increases in interest rates or inactive markets associated with market downturns could cause a material temporary decline in the fair value of our fixed investment portfolio, even with regard to performing assets. These declines could cause a material increase in unrealized losses in our investment portfolio. Significant unrealized losses could substantially reduce our capital position and shareholders’ equity. It is possible that our investment in certain of these securities with unrealized losses could experience a default event and that a portion or all of that unrealized loss could be unrecoverable. In that case, the unrealized loss would be realized, at which point we would take an impairment charge, reducing our net income.
 
We cannot be assured that any particular issuer, regardless of industry, will be able to make required interest and principal payments on a timely basis or at all. Significant downgrades or defaults of issuers could negatively impact our risk-based capital ratios, leading to potential downgrades of the Company by rating agencies, potential reduction in future dividend capacity from our insurance subsidiaries, and/or higher financing costs at the holding company should additional statutory capital be required.
 

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Changes in interest rates could negatively affect income. Declines in interest rates expose insurance companies to the risk that they will fail to earn the level of interest on investments assumed in pricing products and in setting discount rates used to calculate net policy liabilities. We attempt to manage our investments to earn the level of interest on investments assumed in pricing products and in setting the discount rates used to calculate net policy liabilities. There is a risk that a significant and persistent decline in interest rates will prevent us from doing so, thereby having a negative impact on income. Significant decreases in interest rates could result in calls by issuers of investments, where such features are available to issuers. Any such calls could result in a decline in our investment income, as reinvestment of the proceeds would likely be at lower rates.

Increases in interest rates could cause the fair value of securities within our fixed maturity portfolio to decline. A rise in interest rates could also result in certain policyholders surrendering their annuity policies for cash, thereby potentially requiring our insurance subsidiaries to liquidate invested assets if other sources of liquidity are not available to meet their obligations. In such a case, realized losses could result from such sales and could adversely affect our statutory income, consolidated RBC ratio and results of operations.

Liquidity Risks:
 
Our ability to fund operations is substantially dependent on funds available, primarily dividends, from our insurance subsidiaries. As a holding company with no direct operations, our principal asset is the capital stock of our insurance subsidiaries, which periodically declare and distribute dividends on their capital stock. Moreover, our liquidity, including our ability to pay our operating expenses and to make principal and interest payments on debt securities or other indebtedness owed by us, as well as our ability to pay dividends on our common stock or any preferred stock, depends significantly upon the surplus and earnings of our insurance subsidiaries and the ability of these subsidiaries to pay dividends or to advance or repay funds to us. Other sources of liquidity include a variety of short-term and long-term instruments, including our credit facility, commercial paper, long-term debt, intercompany financing and reinsurance.

The principal sources of our insurance subsidiaries’ liquidity are insurance premiums, as well as investment income, maturities, repayments and other cash flow from our investment portfolio. Our insurance subsidiaries are subject to various state statutory and regulatory restrictions applicable to insurance companies that limit the amount of cash dividends, loans and advances that those subsidiaries may pay to us, including laws establishing minimum solvency and liquidity thresholds. For example, in the states where our companies are domiciled, an insurance company generally may pay dividends only out of its unassigned surplus as reflected in its statutory financial statements filed in that state. Additionally, dividends paid by insurance subsidiaries are restricted based on regulations by their states of domicile . Accordingly, impairments in assets or disruptions in our insurance subsidiaries’ operations that reduce their capital or cash flow could limit or disallow the payment of dividends to us, a principal source of our cash flow.
 
Changes in laws or regulations in the states in which our companies are domiciled could constrain the ability of our insurance subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses. Additionally, if our insurance subsidiaries were unable to obtain approval of our health insurance premium rate increases in a timely manner from state insurance regulatory authorities, their profitability, and their ability to declare and distribute dividends to us could be negatively impacted. Limitations on the flow of dividends from our subsidiaries could limit our ability to service and repay debt or to pay dividends on our capital stock.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or access capital, as well as affect our cost of capital. Should interest rates rise in the future, the interest rate on any new debt obligation we may issue could increase and our net income could be reduced. In addition, if the credit and capital markets were to experience significant disruption, uncertainty and instability, these conditions could adversely affect our access to capital. Such market conditions may limit our ability to replace maturing liabilities in a timely manner or at all and/or access the capital necessary to grow our business.
 
In the unlikely event that current sources of liquidity do not satisfy our needs, we may have to seek additional financing or raise capital. The availability and cost of additional financing or capital depend on a variety of factors such as market conditions, the general availability of credit or capital, the volume of trading activities, the overall availability of credit to the insurance industry and our credit ratings and credit capacity. Additionally, customers, lenders or investors could develop a negative perception of our financial prospects if we were to incur large investment losses or if the level of

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our business activity were to decrease due to a market downturn. Our access to funds may also be impaired if regulatory authorities or rating agencies take negative actions against us. If our internal sources of liquidity prove to be insufficient, we may not be able to successfully obtain additional financing on favorable terms or at all. As such, we may be forced to delay raising capital, issue shorter term securities than we would prefer or bear an unattractive cost of capital which could decrease our profitability and significantly reduce our financial flexibility. If so, our results of operations, financial condition and cash flows could be materially negatively affected.

Regulatory Risks:
 
Our businesses are heavily regulated and changes in regulation may reduce our profitability and growth. Insurance companies, including our insurance subsidiaries, are subject to extensive supervision and regulation in the states in which they do business. The primary purpose of this supervision and regulation is the protection of policyholders, not investors. State agencies have broad administrative power over numerous aspects of our business, including premium rates and other terms and conditions that we can include in the insurance policies offered by our insurance subsidiaries, marketing practices, advertising, agent licensing, policy forms, capital adequacy, solvency, reserves and permitted investments. Also, regulatory authorities have relatively broad discretion to grant, renew or revoke licenses or approvals. The insurance laws, regulations and policies currently affecting the Company may change at any time, possibly having an adverse effect on our business. Should regulatory changes occur, we may be unable to maintain all required licenses and approvals, or fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of such laws and regulations, which may change from time to time. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend some or all of our business activities and/or impose substantial fines.
 
We cannot predict the timing or substance of any future regulatory initiatives. In recent years, there has been increased scrutiny of insurance companies, including our insurance subsidiaries, by insurance regulatory authorities, which has included more extensive examinations and more detailed review of disclosure documents. These regulatory authorities may bring regulatory or other legal actions against us if, in their view, our practices, or those of our agents, are improper. Such actions could result in substantial fines, penalties and/or prohibitions or restrictions on our business activities, and could have a material adverse effect on our business, results of operations or financial condition. Additionally, changes in the overall legal or regulatory environment may cause us to change our views regarding the actions that we need to take from a legal or regulatory risk management perspective, thus necessitating changes to our practices that may, in some cases, limit our ability to grow, impact regulatory capital requirements, or otherwise negatively impact our profitability.
 
Currently, the U.S. federal government does not directly regulate the business of insurance. However, the Dodd-Frank Wall Street Record and Consumer Protection Act of 2010 established a Federal Insurance Office (FIO), charged with monitoring systemic risk exposure in all lines of insurance other than health insurance and long-term care insurance, and a Financial Stability Oversight Council (FSOC), which serves to identify and respond to risks and emerging threats to U.S. financial systems. A Center for Consumer Information and Insurance Oversight (CCIIO), established under the Department of Health and Human Services, is charged with overseeing implementation of the Affordable Care Act (ACA). The creation of these insurance regulatory offices may indicate that the federal government intends to play a larger role in the direct oversight or regulation of the insurance industry. We cannot predict what impact, if any, the ongoing operations of the FIO, FSOC and CCIIO, as well as any other proposals or executive action for federal oversight or regulation of insurance could have on our business, results of operations or financial condition.

Changes in U.S. federal income tax law could increase our tax costs or negatively impact our insurance subsidiaries' capital. Changes to the Internal Revenue Code, administrative rulings, or court decisions affecting the insurance industry, including the products insurers offer, could increase our effective tax rate and lower our net income, adversely impact our insurance subsidiaries' capital, or limit the ability of our insurance subsidiaries to sell certain of their products.
 
Changes in accounting standards issued by accounting standard-setting bodies may affect our financial statements, reduce our reported profitability and change the timing of profit recognition. Our financial statements are subject to the application of GAAP and accounting practices as promulgated by the National Association of Insurance Commissioners’ statutory accounting practices (NAIC SAP), which principles are periodically revised and/or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards or guidance issued by

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recognized authoritative bodies. Future accounting standards that we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and such changes could have a material adverse effect on our financial condition and results of operations. Further, standard setters have a full agenda of unissued topics under review at any given time, many of which have the potential to negatively impact our profitability.

Non-compliance with laws or regulations related to customer and consumer privacy and information security, including a failure to ensure that our business associates with access to sensitive customer and consumer information maintain its confidentiality, could materially adversely affect our reputation and business operations. The collection, maintenance, use, disclosure and disposal of personally identifiable information by our insurance subsidiaries are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the use and disclosure of personally identifiable information to the extent they are more restrictive than those contained in the privacy and security provisions in the federal Gramm-Leach-Bliley Act of 1999 (GLBA), the Health Information Technology for Economic and Clinical Health Act (HITECH), and in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA also requires that we impose privacy and security requirements on our business associates (as that term is defined in the HIPAA regulations). Noncompliance with any privacy laws, whether by us or by one of our business associates, could have a material adverse effect on our business, reputation and results of operations and could include material fines and penalties, various forms of damages, consent orders regarding our privacy and security practices, adverse actions against our licenses to do business and injunctive relief.
 
Litigation Risk:
 
Litigation could result in substantial judgments against us or our subsidiaries. We are, and in the future may be, subject to litigation in the ordinary course of business. Some of these proceedings have been brought on behalf of various alleged classes of complainants, and, in certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. Members of our management and legal teams review litigation on a quarterly and annual basis. However, the outcome of any such litigation cannot be predicted with certainty. A number of civil jury verdicts involving the insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents and other matters have been returned against insurers in the jurisdictions in which our insurance subsidiaries do business. These lawsuits have resulted in the award of substantial judgments against insurers that are disproportionate to the actual damages, including material amounts of punitive damages. In some states in which we operate, juries have substantial discretion in awarding punitive damages. This discretion creates the potential for unpredictable material adverse judgments in any given punitive damages suit.
 
Our pending and future litigation could adversely affect us because of the costs of defending these cases, the costs of settlement or judgments against us, or changes in our operations that could result from litigation. Substantial legal liability in these or future legal actions could also have a material adverse financial effect or cause significant harm to our reputation, which, in turn, could materially harm our business and our business prospects.

Actual or alleged misclassification of independent contractors at our insurance subsidiaries could result in adverse legal, tax or financial consequences. A significant portion of our sales agents are independent contractors. Although we believe we have properly classified such individuals, a risk nevertheless exists that a court, the IRS or other authority will take the position that those sales agents are employees. The laws and regulations that govern the status and classification of workers are subject to change and differing interpretations, which we cannot predict.
If there is an adverse determination regarding the classification of some or all of the independent contractors at our insurance subsidiaries by a court or governmental agency, we could incur significant costs with respect to payroll tax liabilities, employee benefits, wage payments, fines, judgments and/or legal settlements, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, any resulting reclassification could necessitate significant changes in our affected insurance subsidiaries’ business models.
Catastrophic Event Risk:
 
Our business is subject to the risk of the occurrence of catastrophic events. Our insurance policies are issued to and held by a large number of policyholders throughout the United States in relatively low-face amounts. Accordingly, it is unlikely that a large portion of our policyholder base would be affected by a single natural disaster. However, our insurance operations could be exposed to the risk of catastrophic mortality or morbidity caused by events such as a

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pandemic, hurricane, earthquake, or man-made catastrophes, including acts of terrorism or war, which may produce significant claims in larger areas, especially those that are heavily populated. Claims resulting from natural or man-made catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition.
 

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ITEM 1B. UNRESOLVED STAFF COMMENTS
 
As of December 31, 2018 , Torchmark had no unresolved SEC staff comments.
 
ITEM 2. PROPERTIES
 
Torchmark, through its subsidiaries, owns or leases buildings that are used in the normal course of business. Torchmark owns and occupies a 300,000 square foot facility in McKinney, Texas. This facility is Torchmark’s corporate headquarters and also houses the operations of subsidiaries, United American and Liberty National, as well as many operations of other subsidiaries. In addition, United American leases 5,000 square feet of space in Omaha, Nebraska and, through a subsidiary, leases 3,230 square feet of office space in Syracuse, New York.

Globe Life leases 34,000 square feet of an office building located in Oklahoma City, Oklahoma. Globe Marketing Services, a subsidiary of Globe Life, owns a 133,000 square foot facility in Oklahoma City that houses the Globe Life Direct Response operation. Globe Life also leases a 10,000 square foot storage facility in Allen, Texas.
 
American Income owns and occupies two buildings located in Waco, Texas: a 70,000 square foot building for corporate operations and a 43,000 square foot printing facility. American Income also leases 19,597 square feet in additional corporate office space in Waco, and leases office space throughout the United States to support its marketing operations.
 
Family Heritage owns 50% of a partnership that owns a 66,000 square foot building in Broadview Heights, Ohio (a suburb of Cleveland). Family Heritage leases 24,157 square feet of the building for various corporate operations. The partnership also leases a portion of the building to unrelated tenants.

ITEM 3. LEGAL PROCEEDINGS

Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including putative class action litigation, claims involving tax matters, alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries, employment discrimination, and miscellaneous other causes of action. Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, management does not believe that such litigation will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high punitive damage verdicts. Torchmark’s management recognizes that large punitive damage awards bearing little or no relation to actual damages continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, creating the potential for unpredictable material adverse judgments in any given punitive damage suit.

See further discussion of litigation and unclaimed property audits in Note 6—Commitments and Contingencies .

ITEM 4. MINE SAFETY DISCLOSURES
 
Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The principal market in which Torchmark’s common stock is traded is the New York Stock Exchange (NYSE: TMK). There were 2,521 shareholders of record on December 31, 2018 , excluding shareholder accounts held in nominee form.

The line graph shown below compares Torchmark’s cumulative total return on its common stock with the cumulative total returns of the Standard and Poor’s 500 Stock Index (S&P 500) and the Standard and Poor’s Life & Health Insurance Index (S&P Life & Health Insurance). Torchmark is one of the companies whose stock is included within both the S&P 500 and the S&P Life & Health Insurance Index.
CHART-8731A0DE5F585FFCBEA.JPG
*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends. Fiscal year ended December 31.
(Copyright © 2019 Standard & Poor's, a division of S&P Global. All rights reserved.)  


Purchases of Certain Equity Securities by the Issuer and Others for the Fourth Quarter 2018
Period
(a) Total Number
of Shares
Purchased
 
(b) Average
Price Paid
Per Share
 
(c) Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
 
(d) Maximum Number of
Shares (or Approximate Dollar
Amount) that May Yet Be
Purchased Under the
Plans or Programs
October 1-31, 2018
658,923

 
$
84.59

 
658,923

 
—
November 1-30, 2018
199,443

 
86.20

 
199,443

 
—
December 1-31, 2018
644,199

 
78.40

 
644,199

 
—
 
On August 7, 2018 , Torchmark’s Board reaffirmed its continued authorization of the Company’s stock repurchase program in amounts and with timing that management, in consultation with the Board, determined to be in the best interest of the Company. The program has no defined expiration date or maximum number of shares to be purchased.


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ITEM 6. SELECTED FINANCIAL DATA
The following information should be read in conjunction with Torchmark’s Consolidated Financial Statements and related notes reported elsewhere in this Form 10-K:
(Dollar amounts in thousands except per share and percentage data)
Year ended December 31,
2018
 
2017
 
2016
 
2015
 
2014
Premium revenue:
 
 
 
 
 
 
 
 
 
Life
$
2,406,555

 
$
2,306,547

 
$
2,189,333

 
$
2,073,065

 
$
1,966,300

Health
1,015,339

 
976,373

 
947,663

 
925,520

 
869,440

Other
12

 
15

 
38

 
135

 
400

Total premium
3,421,906

 
3,282,935

 
3,137,034

 
2,998,720

 
2,836,140

Net investment income
882,512

 
847,885

 
806,903

 
773,951

 
758,286

Realized gains (losses)
(1,804
)
 
23,611

 
(10,683
)
 
(8,791
)
 
23,548

Total revenue
4,303,751

 
4,155,573

 
3,934,629

 
3,766,065

 
3,620,095

Income from continuing operations, net of tax
701,510

 
1,458,263

 
539,590

 
516,293

 
528,074

Income from discontinued operations, net of tax
(44
)
 
(3,769
)
 
10,189

 
10,807

 
14,865

Net income (1)
701,466

 
1,454,494

 
549,779

 
527,100

 
542,939

Per common share:
 
 
 
 
 
 
 
 
 
Basic earnings:
 
 
 
 
 
 
 
 
 
Income from continuing operations
6.22

 
12.53

 
4.50

 
4.13

 
4.04

Income from discontinued operations
—

 
(0.03
)
 
0.08

 
0.08

 
0.11

Net income (1)
6.22

 
12.50

 
4.58

 
4.21

 
4.15

Diluted earnings:
 
 
 
 
 
 
 
 
 
Income from continuing operations
6.09

 
12.26

 
4.41

 
4.07

 
3.98

Income from discontinued operations
—

 
(0.04
)
 
0.08

 
0.09

 
0.11

Net income (1)
6.09

 
12.22

 
4.49

 
4.16

 
4.09

Cash dividends declared
0.64

 
0.60

 
0.56

 
0.54

 
0.51

Cash dividends paid
0.63

 
0.59

 
0.56

 
0.53

 
0.49

Basic weighted average shares outstanding
112,873

 
116,343

 
120,001

 
125,095

 
130,722

Diluted weighted average shares outstanding
115,249

 
118,983

 
122,368

 
126,757

 
132,640

 
 
 
 
 
 
 
 
 
 
As of December 31,
2018
 
2017
 
2016
 
2015
 
2014
Cash and invested assets
$
17,239,570

 
$
17,853,047

 
$
15,955,891

 
$
14,405,073

 
$
15,058,996

Total assets
23,095,722

 
23,474,985

 
21,436,087

 
19,853,213

 
20,272,259

Short-term debt
307,848

 
328,067

 
264,475

 
490,129

 
238,398

Long-term debt
1,357,185

 
1,132,201

 
1,133,165

 
743,733

 
992,130

Shareholders' equity (1)
5,415,177

 
6,231,421

 
4,566,861

 
4,055,552

 
4,697,466

Per diluted common share (1)
48.11

 
52.95

 
37.76

 
32.71

 
36.19

Effect of fixed maturity revaluation on diluted
equity per common share (2)
3.79

 
13.18

 
5.63

 
2.62

 
8.28

Annualized premium in force:
 
 
 
 
 
 
 
 
 
Life
2,464,728

 
2,373,099

 
2,262,736

 
2,150,498

 
2,044,545

Health
1,073,698

 
1,018,020

 
998,634

 
973,042

 
947,323

Total
3,538,426

 
3,391,119

 
3,261,370

 
3,123,540

 
2,991,868

Basic shares outstanding
110,693

 
114,593

 
118,031

 
122,370

 
127,930

Diluted shares outstanding
112,561

 
117,696

 
120,958

 
123,996

 
129,812

Note : Certain figures have been revised to reflect the adoption of new accounting guidance and discontinued operations.
(1)
See discussion of tax legislation impact in 2017 in the Results of Operations .
(2)
See discussion under the caption Capital Resources in Management’s Discussion and Analysis in this report concerning the effect this rule has on Torchmark’s equity.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with the Selected Financial Data and Torchmark’s Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.
 
RESULTS OF OPERATIONS
ICONS2002.JPG
 
How Torchmark Views Its Operations. Torchmark is the holding company for a group of insurance companies that market primarily individual life and supplemental health insurance to lower middle to middle income households throughout the United States. We view our operations by segments, which are the insurance product lines of life, health, and annuities, and the investment segment that supports the product lines. Segments are aligned based on their common characteristics, comparability of the profit margins, and management techniques used to operate each segment.

ICONS003A01.JPG
 
Insurance Product Line Segments. The insurance product line segments involve the marketing, underwriting, and administration of policies. Each product line is further segmented by the various distribution units that market the insurance policies. Each distribution unit operates in a niche market offering insurance products designed for that particular market. Whether analyzing profitability of a segment as a whole, or the individual distribution units within the segment, the measure of profitability used by management is the underwriting margin, which is:

 
 
Premium revenue
Less:
Policy obligations
Policy acquisition costs and commissions

ICONS3002.JPG
 
Investment Segment.   The investment segment involves the management of our capital resources, including investments and the management of corporate debt and liquidity. Our measure of profitability for the investment segment is excess investment income, which is:

 
 
Net investment income
Less:
Required interest on net policy liabilities
Financing costs




 

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CURRENT YEAR HIGHLIGHTS:

•
Net income as a return on equity (ROE) was 12.3% (1) and net operating income as an ROE, excluding net unrealized gains on the fixed maturity portfolio was 14.6% (1,2) .
•
Total premium increased by 4% over the prior year. Life premium increased by 4% for the year from $2.3 billion to $2.4 billion . Life underwriting margin increased 8% from $604 million in 2017 to $652 million in 2018 .
•
Net investment income increased 4% over the prior year. In addition, excess investment income, a measure used by management as explained below, increased by 2% over the prior year.
•
During 2018 , the Company repurchased 4.4 million shares at a total cost of $372 million for an average share price of $84.38 .

The following represents net income and net operating income from continuing operations for the 3 years ended December 31, 2018 .
OPSUMMARYCHARTS2018.JPG

(1)
In 2017, tax legislation revised the corporate income tax rate from 35% to 21% effective January 1, 2018. See Note 5—Income Taxes for further discussion. In 2018 , income tax expense was calculated based on the 21% rate as compared with a 35% rate for 2017 .
In addition, the Company recorded an adjustment of $874 million to net income during 2017. In 2018, the Company completed its analysis of the tax legislation and recorded an additional $798 thousand adjustment related to the remeasurement of the deferred tax assets and liabilities based on the 21% rate. As the impact of the tax legislation was treated as a non-operating event, it was excluded from net operating income.
(2)
Net operating income is considered a non-GAAP measure and it has been used consistently by Torchmark’s management for many years to evaluate the operating performance of the Company. It differs from net income primarily because it excludes certain non-operating items such as realized gains and losses and certain significant and unusual items included in net income. Net income is the most directly comparable GAAP measure.
Net operating income as an ROE, excluding net unrealized gains on the fixed maturity portfolio, is also considered a non-GAAP measure. Management utilizes this measure to view the business without the effect of the unrealized gains or losses, which are primarily attributable to fluctuation in interest rates on the available for sale portfolio.

Summary of Operations

Net income was $701 million in 2018 , compared with $1.5 billion in 2017 . This decrease was primarily due to an $874 million increase to net income in 2017, relating to new tax legislation as described above. Net income increased in 2017 from $550 million in 2016 . On a diluted per common share basis, 2018 net income fell 50% to $6.09 after a 172% increase in 2017 . Net income per diluted common share in 2017 rose to $12.22 from $4.49 in 2016 . As previously noted, 2017 net income per diluted common share includes the effect of the adjustment to net income relating to new tax legislation. The percentage growth in net income per share results continues to exceed the growth in dollar amounts due to our share repurchase program. Each year’s net income per share was affected by realized gains (losses), which were $(0.01) , $0.15 , and $(0.06) , in 2018 , 2017 and 2016 , respectively. More information concerning realized gains and losses can be found under the caption Realized Gains and Losses in this report.

Net operating income from continuing operations rose each year over the prior year from $549 million in 2016 to $574 million in 2017 to $707 million in 2018 . Net operating income is the consolidated total of segment profits after tax and

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as such is considered a non-GAAP measure. Net income is the most directly comparable GAAP measure. We do not consider realized gains and losses to be a component of our core insurance operations or operating segments. Additionally, net income was affected by certain significant and unusual non-operating items in each of the years 2016 through 2018 . We do not view these items as components of core operating results because they are not indicative of past performance or future prospects of the insurance operations. We remove items such as these that relate to prior periods or are non-operating items when evaluating the results of current operations, and therefore exclude such items from our segment analysis for current periods.

Torchmark’s operations on a segment-by-segment basis are discussed in depth under the appropriate captions following in this report.

Analysis of Profitability by Segment
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
2018
Change
 
%
 
2017
Change
 
%
Life insurance underwriting margin
$
652,301

 
$
604,337

 
$
573,762

 
$
47,964

 
8

 
$
30,575

 
5

Health insurance underwriting margin
236,053

 
219,508

 
210,056

 
16,545

 
8

 
9,452

 
4

Annuity underwriting margin
10,376

 
10,562

 
9,394

 
(186
)
 
(2
)
 
1,168

 
12

Excess investment income
245,094

 
239,363

 
224,031

 
5,731

 
2

 
15,332

 
7

Other insurance:
 
 
 
 
 
 

 
 
 
 
 
 
Other income
1,236

 
1,270

 
1,534

 
(34
)
 
(3
)
 
(264
)
 
(17
)
Administrative expense
(223,941
)
 
(210,590
)
 
(196,598
)
 
(13,351
)
 
6

 
(13,992
)
 
7

Corporate and other
(50,476
)
 
(43,285
)
 
(34,913
)
 
(7,191
)
 
17

 
(8,372
)
 
24

Pre-tax total
870,643

 
821,165

 
787,266

 
49,478

 
6

 
33,899

 
4

Applicable taxes
(163,669
)
 
(247,484
)
 
(237,906
)
 
83,815

 
(34
)
 
(9,578
)
 
4

Net operating income from continuing operations
706,974

 
573,681

 
549,360

 
133,293

 
23

 
24,321

 
4

Discontinued operations—Part D, net of tax
—

 
—

 
9,033

 
—

 
—

 
(9,033
)
 
(100
)
Net operating income
706,974

 
573,681

 
558,393

 
133,293

 
23

 
15,288

 
3

Reconciling items, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized gains (losses)—investments
7,327

 
20,217

 
(6,944
)
 
(12,890
)
 
 
 
27,161

 
 
Realized loss—redemption of debt
(8,752
)
 
(2,627
)
 
—

 
(6,125
)
 
 
 
(2,627
)
 
 
Part D adjustments—discontinued operations
(44
)
 
(3,769
)
 
1,156

 
3,725

 
 
 
(4,925
)
 
 
Guaranty fund assessments
—

 
(1,171
)
 
—

 
1,171

 
 
 
(1,171
)
 
 
Administrative settlements
(3,590
)
 
(5,628
)
 
(2,467
)
 
2,038

 
 
 
(3,161
)
 
 
Non-operating fees
(1,247
)
 
(187
)
 
(359
)
 
(1,060
)
 
 
 
172

 
 
Tax reform adjustment
798

 
873,978

 
—

 
(873,180
)
 
 
 
873,978

 
 
Net income
$
701,466

 
$
1,454,494

 
$
549,779

 
$
(753,028
)
 
(52
)
 
$
904,715

 
165


The life insurance segment is our strongest segment and is the largest contributor to earnings in each year presented. This segment contributed $48 million in 2018 and $31 million in 2017 to the growth in our underwriting margin. Also contributing to growth in income in both years was our health insurance segment, which provided $17 million of additional margin in 2018 and $9 million in 2017 .
 
Total revenues rose 4% or $148 million in 2018 to $4.3 billion from the prior year. Life premium rose 4% or $100 million in 2018 to $2.4 billion . Life premium increased $117 million in 2017 to $2.3 billion . Health premium increased 4% to $1.0 billion in 2018 and contributed $39 million to 2018 revenue growth, after having gained 3% to $976 million in 2017 . Health premium contributed $29 million to 2017 revenue growth. Net investment income rose 4% or $35 million in 2018 , and rose 5% or $41 million in 2017 .
 
Life insurance premium and underwriting margins have grown in each of the last three years ended December 31, 2018 . The increase in life premium was driven by sales growth and improvements in persistency. Life underwriting

18
TMK 2018 FORM 10-K



margin as a percent of premium increased in 2018 to 27% , after remaining flat at 26% in 2016 and 2017 . Net life sales decreased $4 million in 2018 to $413 million . The decline is primarily attributable to flat sales in the American Income Exclusive Agency due to lack of growth in agent count and productivity, and a decline in sales in our Globe Life Direct Response unit as a result of operational changes intended to improve profitability on new business. Net life sales increased between 2016 and 2017 . The life insurance segment is discussed further in this report under the caption Life Insurance .
 
Health insurance premium income increased 4% to $1.0 billion in 2018 . Health net sales also rose 9% to $172 million during 2018 attributable to both individual and group sales. Group sales vary significantly from period to period due to the impact of large groups that are sold from time-to-time. First-year collected health premium rose 9% to $148 million from the prior year total of $136 million as a result of higher net sales in 2017. Health margins as a percentage of premium increased to 23% as a result of favorable policy obligations as a percentage of premium, while underwriting income increasing to $236 million for 2018 primarily as a result of favorable policy obligations and growth in premium income. Underwriting income was $220 million in 2017 compared with $210 million in 2016 . The health insurance segment is discussed further in this report under the caption Health Insurance .

We do not currently market stand-alone fixed or deferred annuities. See the caption Annuities for discussion of the Annuity segment.
 
Excess investment income, the measure of profitability of our investment segment, increased 2% to $245 million from the prior year amount of $239 million . In 2017 , excess investment income increased 7% . Excess investment income, is based on three major components: net investment income, required interest on net policy liabilities (interest applicable to insurance products), and financing costs. In 2018 , net investment income rose 4% , compared with 5% in 2017 . At the same time, our investment portfolio grew 5% in 2018 and 6% in 2017 , on an amortized cost basis. Growth in excess investment income continues to be impeded by investing at yields lower than the yield on dispositions and the average yield on the entire portfolio. Excess investment income per common share, reflecting the impact of our share repurchase program, increased 6% in 2018 to $2.13 from $2.01 in 2017 . See further discussion under the caption Investments .
 
Insurance administrative expenses were up 6.3% in 2018 when compared with the prior year period, and increased to 6.5% as a percentage of premium from 6.4% in 2017 and 6.3% in 2016 . The increase in administrative expenses is primarily due to an increase in other employee costs and investments in information technology. See further discussion under the caption Administrative expenses .


19
TMK 2018 FORM 10-K



SHARE PURCHASES

Torchmark has an ongoing share repurchase program that began in 1986, and is reviewed quarterly by management and annually reaffirmed by the Board of Directors. The program was reaffirmed on August 7, 2018. With no specified authorization amount, we determine the amount of repurchases based on the amount of the excess cash flow at the Parent Company, general market conditions, and other alternative uses. The majority of these purchases are made from excess cash flow. Excess cash flow at the Parent Company is primarily comprised of dividends received from the insurance subsidiaries less interest expense paid on its debt, dividends paid to Torchmark shareholders, and other limited operating activities. Additionally, when stock options are exercised, proceeds from these exercises and the resulting tax benefit are used to repurchase additional shares on the open market to minimize dilution as a result of the option exercises. The Board of Directors has authorized the Company’s share repurchase program in amounts and with timing that management, in consultation with the Board, determines to be in the best interest of the Company and its shareholders. The following chart summarizes share purchase activity for each of the last three years.
 
Analysis of Share Purchases
(Amounts in thousands)
 
2018
 
2017
 
2016
Purchases with:
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
Share repurchase program
4,406

 
$
371,794

 
4,126

 
$
324,622

 
5,208

 
$
311,332

Option proceeds
571

 
49,955

 
1,103

 
88,367

 
1,487

 
93,452

Total
4,977

 
$
421,749

 
5,229

 
$
412,989

 
6,695

 
$
404,784


With the significant pullback of the overall stock market in December, the Company accelerated approximately $25 million of repurchases from 2019 to 2018 at an average price of approximately $76.00. The repurchases were paid from cash at the Parent Company and issuance of commercial paper.

Throughout the remainder of this discussion, share purchases refer only to those made from excess cash flow at the Parent Company.
 

20
TMK 2018 FORM 10-K



A discussion of each of Torchmark’s segments follows. The following discussions are presented in the manner we view our operations, as described in Note 14—Business Segments .

LIFE INSURANCE

Life insurance is our largest insurance segment, with 2018 life premium representing 70% of total premium. Life underwriting income before other income and administrative expense represented 73% of the total in 2018 . Additionally, investments supporting the reserves for life products produce the majority of excess investment income attributable to the investment segment.
 
We use three statistical measures as indicators of premium growth and sales over the near term: “annualized premium in force,” “net sales,” and “first-year collected premium.”

•
Annualized premium in force is defined as the premium income that would be received over the following twelve months at any given date on all active policies if those policies remain in force throughout the twelve-month period. Annualized premium in force is an indicator of potential growth in premium revenue.
•
Net sales is annualized premium issued (gross premium that would be received during the policies' first year in force and assuming that none of the policies lapsed or terminated), net of cancellations in the first thirty days after issue, except in the case of Globe Life Direct Response where net sales is annualized premium issued at the time the first full premium is paid after any introductory offer period has expired. We believe that net sales is a better indicator of the rate of premium growth as compared with annualized premium issued.
•
First-year collected premium is defined as the premium collected during the reporting period for all policies in their first policy year. First-year collected premium takes lapses into account in the first year when lapses are more likely to occur, and thus is a useful indicator of how much new premium is expected to be added to premium income in the future.

The following table presents the summary of results of life insurance. Further discussion of the results by distribution channel is included below.

Life Insurance
Summary of Results
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
Premium and policy charges
$
2,406,555

 
100

 
$
2,306,547

 
100

 
$
2,189,333

 
100

 
 
 
 
 
 
 
 
 
 
 
 
Policy obligations
1,591,790

 
66

 
1,549,602

 
67

 
1,475,477

 
67

Required interest on reserves
(636,040
)
 
(26
)
 
(607,007
)
 
(26
)
 
(577,827
)
 
(26
)
Net policy obligations
955,750

 
40

 
942,595

 
41

 
897,650

 
41

Commissions, premium taxes, and non-deferred acquisition expenses
190,007

 
8

 
177,111

 
8

 
164,476

 
8

Amortization of acquisition costs
608,497

 
25

 
582,504

 
25

 
553,445

 
25

Total expense
1,754,254

 
73

 
1,702,210

 
74

 
1,615,571

 
74

Insurance underwriting margin before other income and administrative expenses
$
652,301

 
27

 
$
604,337

 
26

 
$
573,762

 
26








21
TMK 2018 FORM 10-K



Life insurance premium rose 4% to $2.4 billion in 2018 after having increased 5% in 2017 to $2.3 billion . Life insurance products are marketed through several distribution channels. Premium income by distribution channel for each of the last three years is as follows:
 
Life Insurance
Premium by Distribution Channel
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive Agency
$
1,081,333

 
45
 
$
999,279

 
43
 
$
913,355

 
42
Globe Life Direct Response
828,935

 
34
 
812,907

 
35
 
782,765

 
36
Liberty National Exclusive Agency
278,878

 
12
 
274,635

 
12
 
270,476

 
12
Other Agencies
217,409

 
9
 
219,726

 
10
 
222,737

 
10
 
$
2,406,555

 
100
 
$
2,306,547

 
100
 
$
2,189,333

 
100
 
Annualized life premium in force was $2.5 billion at December 31, 2018 , an increase of 4% over $2.4 billion a year earlier. Annualized life premium in force was $2.3 billion at December 31, 2016 .

The following table shows net sales information for each of the last three years by distribution channel.
 
Life Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive Agency
$
223,924

 
54
 
$
223,259

 
54
 
$
209,856

 
51
Globe Life Direct Response
126,133

 
31
 
135,704

 
33
 
150,267

 
36
Liberty National Exclusive Agency
49,173

 
12
 
46,886

 
11
 
40,159

 
10
Other Agencies
13,293

 
3
 
10,233

 
2
 
11,673

 
3
 
$
412,523

 
100
 
$
416,082

 
100
 
$
411,955

 
100

The table below discloses first-year collected life premium by distribution channel.
 
Life Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive Agency
$
190,680

 
60
 
$
182,538

 
58
 
$
173,573

 
56
Globe Life Direct Response
82,432

 
26
 
92,057

 
29
 
98,496

 
31
Liberty National Exclusive Agency
36,463

 
11
 
33,191

 
10
 
29,103

 
9
Other Agencies
10,342

 
3
 
9,633

 
3
 
11,458

 
4
 
$
319,917

 
100
 
$
317,419

 
100
 
$
312,630

 
100
 

22
TMK 2018 FORM 10-K



While American Income Exclusive Agency has historically marketed primarily to members of labor unions, this agency has diversified in recent years by focusing heavily on other affinity groups, third party internet vendor leads, and referrals to help ensure sustainable growth. This agency is Torchmark’s largest contributor to life premium of any distribution channel at 45% of Torchmark’s 2018 total. This agency produced premium income of $1.1 billion , an increase of 8% over the prior year total of $999 million , after having risen 9% in 2017 . First-year collected premium was $191 million compared with $183 million in 2017 , an increase of 4% . First-year collected premium rose 5% in 2017 . Net sales increased to $224 million in 2018 over the 2017 total of $223 million . Net sales increased 6% in 2017 over the 2016 total of $210 million . Sales growth in our captive agencies is generally dependent on growth in the size of the agency force. The American Income Exclusive Agency's average producing agent count rose slightly to 6,971 in 2018 , compared with 6,962 in 2017 . The average producing agent count is based on the actual count at the end of each week during the period.

The American Income Exclusive Agency continues to focus on growing and strengthening the agency force. In addition to offering financial incentives and training opportunities, the agency has made considerable investments in information technology, including launching a lead mapping and customer relationship management tool for the agency force. We anticipate this tool will help enhance agent productivity and agent retention.

The Globe Life Direct Response unit offers adult and juvenile life insurance through a variety of direct-to-consumer marketing approaches, which include direct mailings, insert media, and electronic media. These different approaches support and complement one another in the unit’s efforts to reach the consumer. The Globe Life Direct Response channel’s long-term growth has been fueled by constant innovation. In recent years, electronic media production has grown rapidly as management has aggressively increased marketing activities related to internet and mobile technology, and has focused on driving traffic to the inbound call center. We continually introduce new initiatives in this unit in an attempt to increase response rates.

While the juvenile market is an important source of sales, it also is a vehicle to reach the parents and grandparents of juvenile policyholders, who are more likely to respond favorably to a Globe Life Direct Response solicitation for life coverage on themselves than is the general adult population. Also, both juvenile policyholders and their parents are low acquisition-cost targets for sales of additional coverage over time.

Globe Life Direct Response’s life premium income rose 2% to $829 million , representing 34% of Torchmark’s total life premium during 2018 . Life premium in this channel increased 4% in 2017 to $813 million over the 2016 total of $783 million . Net sales of $126 million for this group decreased 7% from $136 million in 2017 , after a 10% decrease in 2017 due to operational changes designed to maximize underwriting margin dollars. In 2019 , we expect sales to be relatively flat or increase slightly. First-year collected premium decreased 10% to $82 million in 2018 after having decreased 7% in 2017 .

The Liberty National Exclusive Agency markets individual and group life insurance to lower middle to middle-income customers. Life premium income for this agency was $279 million in 2018 , an increase of 2% from $275 million in 2017 . Life premium income in 2016 totaled $270 million . Net sales increased 5% during 2018 to $49 million over the 2017 total of $47 million . Net sales in 2017 increased 17% . The continued increases in net sales reflect changes in structure of the agency that were put in place several years ago. Recent growth in middle management within the agency should help continue this growth. First-year collected premium increased 10% to $36 million during 2018 and increased 14% in 2017 to $33 million .

The Liberty average producing agent count increased from 2,017 in 2017 to 2,156 in 2018 . We continue to execute our long term plan to grow this agency through expansion from small-town markets in the southeast to more densely populated areas with larger pools of potential agent recruits and customers. Expansion of this agency’s presence into more heavily populated, less-penetrated areas will help create long term agency growth. Additionally, the agency's prospecting training program has helped to improve the ability of agents to develop new work site marketing business.

The Other Agencies distribution channels offering life insurance include the Military Agency, the UA Independent Agency (which predominantly writes health insurance), and various smaller distribution channels. The Other Agencies contributed $217 million of life premium income, or 9% of Torchmark’s total in 2018 , but contributed only 3% of net sales for the year.

23
TMK 2018 FORM 10-K



HEALTH INSURANCE
Health insurance sold by Torchmark includes primarily Medicare Supplement insurance, critical illness coverage, accident coverage, and other limited-benefit supplemental health products. In this analysis, all health coverage plans other than Medicare Supplement are classified as limited-benefit plans.
Health premium accounted for 30% of our total premium in 2018 , while the health underwriting margin accounted for 26% of total underwriting margin, reflective of the lower underwriting margin as a percent of premium for health compared with life insurance. As noted under the caption Life Insurance , we have emphasized life insurance sales relative to health, due to life’s superior profitability and its greater contribution to excess investment income.
The following table presents the summary of results for health insurance.

Health Insurance
Summary of Results
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
Premium
$
1,015,339

 
100

 
$
976,373

 
100

 
$
947,663

 
100

 
 
 
 
 
 
 
 
 
 
 
 
Policy obligations
649,188

 
64

 
628,640

 
65

 
612,725

 
65

Required interest on reserves
(83,243
)
 
(8
)
 
(77,792
)
 
(8
)
 
(73,382
)
 
(8
)
Net policy obligations
565,945

 
56

 
550,848

 
57

 
539,343

 
57

Commissions, premium taxes, and non-deferred acquisition expenses
88,553

 
9

 
86,044

 
9

 
84,819

 
9

Amortization of acquisition costs
124,788

 
12

 
119,973

 
12

 
113,445

 
12

Total expense
779,286

 
77

 
756,865

 
78

 
737,607

 
78

Insurance underwriting margin before other income and administrative expense
$
236,053

 
23

 
$
219,508

 
22

 
$
210,056

 
22


Health premium increased 4% from $976 million in 2017 to $1.0 billion in 2018 . Health underwriting margin increased 8% from $220 million in 2017 to $236 million in 2018 . Further discussion is included below by distribution channels.
 

24
TMK 2018 FORM 10-K



Premium income by distribution channel for each of the last three years is as follows:

Health Insurance
Premium by Distribution Channel
(Dollar amounts in thousands) 
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
United American Independent Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
$
10,992

 
 
 
$
11,438

 
 
 
$
12,704

 
 
Medicare Supplement
370,084

 
 
 
352,690

 
 
 
342,311

 
 
 
381,076

 
38
 
364,128

 
37
 
355,015

 
38
Family Heritage Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
273,275

 
 
 
253,534

 
 
 
236,075

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
—

 
 
 
273,275

 
27
 
253,534

 
26
 
236,075

 
25
Liberty National Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
147,250

 
 
 
144,128

 
 
 
142,026

 
 
Medicare Supplement
44,128

 
 
 
52,079

 
 
 
59,772

 
 
 
191,378

 
19
 
196,207

 
20
 
201,798

 
21
American Income Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
93,093

 
 
 
88,776

 
 
 
84,064

 
 
Medicare Supplement
220

 
 
 
260

 
 
 
318

 
 
 
93,313

 
9
 
89,036

 
9
 
84,382

 
9
Direct Response
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
439

 
 
 
545

 
 
 
552

 
 
Medicare Supplement
75,858

 
 
 
72,923

 
 
 
69,841

 
 
 
76,297

 
7
 
73,468

 
8
 
70,393

 
7
Total Premium
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
525,049

 
52
 
498,421

 
51
 
475,421

 
50
Medicare Supplement
490,290

 
48
 
477,952

 
49
 
472,242

 
50
 
$
1,015,339

 
100
 
$
976,373

 
100
 
$
947,663

 
100


25
TMK 2018 FORM 10-K



We market supplemental health insurance products through a number of distribution channels. The following table presents net sales by distribution channel for the last three years.
 
Health Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)  
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
United American Independent Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
$
480

 
 
 
$
500

 
 
 
$
558

 
 
Medicare Supplement
69,487

 
 
 
60,670

 
 
 
55,451

 
 
 
69,967

 
41
 
61,170

 
39
 
56,009

 
39
Family Heritage Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
60,268

 
 
 
56,534

 
 
 
51,349

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
—

 
 
 
60,268

 
35
 
56,534

 
36
 
51,349

 
35
Liberty National Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
22,098

 
 
 
20,407

 
 
 
19,513

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
9

 
 
 
22,098

 
13
 
20,407

 
13
 
19,522

 
13
American Income Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
14,432

 
 
 
13,943

 
 
 
12,666

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
—

 
 
 
14,432

 
8
 
13,943

 
9
 
12,666

 
9
Direct Response
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
—

 
 
 
—

 
 
 
—

 
 
Medicare Supplement
4,769

 
 
 
5,582

 
 
 
5,560

 
 
 
4,769

 
3
 
5,582

 
3
 
5,560

 
4
Total Net Sales
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
97,278

 
57
 
91,384

 
58
 
84,086

 
58
Medicare Supplement
74,256

 
43
 
66,252

 
42
 
61,020

 
42
 
$
171,534

 
100
 
$
157,636


100
 
$
145,106

 
100


26
TMK 2018 FORM 10-K



The following table discloses first-year collected health premium by distribution channel.

  Health Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)  
 
2018
 
2017
 
2016
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
United American Independent Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
$
395

 
 
 
$
458

 
 
 
$
547

 
 
Medicare Supplement
62,325

 
 
 
54,393

 
 
 
64,848

 
 
 
62,720

 
42
 
54,851

 
40
 
65,395

 
47
Family Heritage Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
47,422

 
 
 
44,535

 
 
 
40,822

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
—

 
 
 
47,422

 
32
 
44,535

 
33
 
40,822

 
29
Liberty National Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
17,809

 
 
 
16,425

 
 
 
16,103

 
 
Medicare Supplement
—

 
 
 
2

 
 
 
6

 
 
 
17,809

 
12
 
16,427

 
12
 
16,109

 
11
American Income Exclusive Agency
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
15,249

 
 
 
14,673

 
 
 
13,710

 
 
Medicare Supplement
—

 
 
 
—

 
 
 
—

 
 
 
15,249

 
10
 
14,673

 
11
 
13,710

 
10
Direct Response
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
—

 
 
 
—

 
 
 
—

 
 
Medicare Supplement
5,111

 
 
 
5,657

 
 
 
4,457

 
 
 
5,111

 
4
 
5,657

 
4
 
4,457

 
3
Total First-Year Collected Premium
 
 
 
 
 
 
 
 
 
 
 
Limited-benefit plans
80,875

 
55
 
76,091

 
56
 
71,182

 
51
Medicare Supplement
67,436

 
45
 
60,052

 
44
 
69,311

 
49
 
$
148,311

 
100
 
$
136,143

 
100
 
$
140,493

 
100
 

The UA Independent Agency consists of independent agencies appointed with Torchmark who may also sell for other companies. The UA Independent Agency was Torchmark’s largest health agency in terms of health premium income. In 2018 , premium income was $381 million , representing 38% of Torchmark’s total health premium. Net sales were $70 million , or 41% of Torchmark’s health sales. This agency is also Torchmark’s largest producer of Medicare Supplement insurance, with Medicare Supplement premium income of $370 million . The UA Independent Agency represents 75% of all Torchmark Medicare Supplement premium and 94% of Medicare Supplement net sales. Medicare Supplement premium in this agency rose 5% in 2018 . Total health premium increased 5% in 2018 and 3% in 2017 . Medicare Supplement net sales increased 15% in 2018 from the prior year, primarily as a result of an increase in individual sales.
The Family Heritage Exclusive Agency primarily markets limited-benefit supplemental health insurance in non-urban areas. Most of their policies include a cash-back feature, such as a return of premium, where any excess of premiums over claims paid is returned to the policyholder at the end of a specified period stated within the insurance policy. Management expects to grow this agency through geographic expansion and continuing incorporation of Torchmark’s recruiting systems. The Family Heritage Agency contributed $60 million in net sales in 2018 , compared with $57 million in 2017 and $51 million in 2016 . Health premium income was $273 million in 2018 , representing 27% of Torchmark’s health premium. This compared with $254 million or 26% of health premium in 2017 and $236 million or 25% in 2016 .

27
TMK 2018 FORM 10-K



Underwriting margin as a percent of premium was 24% , up from 22% for the year ended December 31, 2017 . The increase was primarily attributed to the runoff of older business and the growing portion of new business sold at higher margins. The average producing agent count was 1,064 for the year ended December 31, 2018 , compared with 995 for the same period in 2017 , an increase of 7% .
The Liberty National Exclusive Agency represented 19% of all Torchmark health premium income at $191 million in 2018 . The Liberty Agency markets limited-benefit supplemental health products consisting primarily of critical illness insurance. Much of Liberty’s health business is now generated through work site marketing targeting small businesses of 10 to 25 employees. In 2018 , health premium income declined 2% after declining 3% during 2017 . Liberty’s health premium decline is primarily attributable to its declining Medicare Supplement block. Liberty's first-year collected premium increased 8% to $18 million in 2018 compared with an increase of 2% in 2017 , reflecting the steady increase in net sales of limited-benefit plans in the agency.
Other distribution. Certain of our other distribution channels market health products, although their main emphasis is on life insurance. On a combined basis, they accounted for 16% of health premium in 2018 and 17% in 2017 . The American Income Exclusive Agency primarily markets accident plans. The Direct Response group markets primarily Medicare Supplements to employer or union-sponsored groups. Direct Response added $5 million of Medicare Supplement net sales in 2018 and $6 million in 2017 and 2016 . 

ANNUITIES

Our fixed annuity balances at the end of 2018 and 2017 were $1.18 billion and $1.25 billion , respectively. Underwriting income was $10.4 million , $10.6 million , and $9.4 million for the three years ended December 31, 2018 , respectively.

We do not currently market stand-alone fixed or deferred annuity products, favoring instead protection-oriented life and health insurance products. Therefore, we do not expect that annuities will be a significant portion of our business or marketing strategy going forward.

28
TMK 2018 FORM 10-K



ADMINISTRATIVE EXPENSES

Operating expenses are included in the Corporate and Other segment and are classified into two categories: insurance administrative expenses and expenses of the Parent Company. Insurance administrative expenses generally include those expenses incurred after a policy has been issued. Expenses associated with the issuance of our insurance policies are reflected as acquisition expenses and included in the determination of underwriting margin. The following table is an analysis of operating expenses for the three years ended December 31, 2018 .
 
Operating Expenses Selected Information
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
 
Amount
 
% of
Premium
Insurance administrative expenses:
 
 
 
 
 
 
 
 
 
 
 
Salaries
$
100,688

 
2.9
 
$
96,185

 
2.9
 
$
91,415

 
2.9
Non-salary employee costs
35,565

 
1.0
 
33,539

 
1.0
 
29,852

 
1.0
Information technology costs
29,286

 
0.9
 
26,048

 
0.8
 
23,303

 
0.7
Other administrative expense
49,215

 
1.4
 
46,066

 
1.4
 
43,727

 
1.4
Legal expense—insurance
9,187

 
0.3
 
8,752

 
0.3
 
8,301

 
0.3
Total insurance administrative expenses
223,941

 
6.5
 
210,590

 
6.4
 
196,598

 
6.3
Parent Company expense
10,684

 
 
 
9,631

 
 
 
8,587

 
 
Stock-based compensation expense
39,792

 
 
 
37,034

 
 
 
26,326

 
 
Administrative settlements
3,590

 
 
 
—

 
 
 
—

 
 
Non-operating fees
1,578

 
 
 
—

 
 
 
553

 
 
Total operating expenses, per
Consolidated Statements of Operations
$
279,585

 
 
 
$
257,255

 
 
 
$
232,064

 
 
Insurance administrative expenses:
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) over prior year
6.3
%
 
 
 
7.1
%
 
 
 
5.6
%
 
 
Total operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) over prior year
8.7
%
 
 
 
10.9
%
 
 
 
3.7
%
 
 
 
The 6.3% increase in insurance administrative expenses was primarily due to an increase in other employee costs and information technology salaries and expenses. Other employee costs increased primarily due to higher pension expense driven by lower interest rates. T he increase in information technology costs reflects investments related to data analytics capabilities, administrative systems modernizations, and information security programs. The increase in stock-based compensation expense was primarily due to higher expense associated with equity awards, reflecting Torchmark's higher share price as compared with the same period a year ago.


29
TMK 2018 FORM 10-K



INVESTMENTS

We manage our capital resources including investments, debt, and cash flow through the investment segment. Excess investment income represents the profit margin attributable to investment operations and is the measure that we use to evaluate the performance of the investment segment as described in Note 14—Business Segments . It is defined as net investment income less both the required interest on net policy liabilities and the interest cost associated with capital funding or “financing costs.”

We also view excess investment income per diluted common share as an important and useful measure to evaluate the performance of the investment segment. It is defined as excess investment income divided by the total diluted weighted average shares outstanding, representing the contribution by the investment segment to the consolidated earnings per share of the Company. Since implementing our share repurchase program in 1986, we have used $7.5 billion of excess cash flow at the Parent Company to repurchase Torchmark shares after determining that the repurchases provided a greater risk adjusted after-tax return than other investment alternatives. If we had not used this excess cash to repurchase shares, but had instead invested it in interest-bearing assets, we would have earned more investment income and had more shares outstanding. As excess investment income per diluted common share incorporates all capital resources, we believe that excess investment income per diluted share is a useful measure to evaluate the investment segment. In order to put all capital resource uses on a comparable basis, we believe that excess investment income per diluted share is an appropriate measure of the investment segment.
 
Excess Investment Income . The following table summarizes Torchmark’s investment income and excess investment income.
 
Analysis of Excess Investment Income
(Dollar amounts in thousands except for per share data)  
 
2018
 
2017
 
2016
Net investment income
$
882,512

 
$
847,885

 
$
806,903

Interest on net insurance policy liabilities:
 
 
 
 
 
Interest on reserves
(766,640
)
 
(734,370
)
 
(702,340
)
Interest on deferred acquisition costs
219,298

 
210,380

 
202,813

Net required interest
(547,342
)
 
(523,990
)
 
(499,527
)
Financing costs
(90,076
)
 
(84,532
)
 
(83,345
)
Excess investment income
$
245,094

 
$
239,363

 
$
224,031

 
 
 
 
 
 
Excess investment income per diluted share
$
2.13

 
$
2.01

 
$
1.83

 
 
 
 
 
 
Mean invested assets (at amortized cost)
$
16,249,161

 
$
15,376,781

 
$
14,461,502

Average net insurance policy liabilities (1)
9,744,200

 
9,359,780

 
8,945,850

Average debt and preferred securities (at amortized cost)
1,650,138

 
1,458,706

 
1,379,933

(1)
Net of deferred acquisition costs, excluding the associated unrealized gains and losses thereon.

Excess investment income increased $6 million or 2% during 2018 after increasing 7% during 2017 . Excess investment income per diluted common share increased 6% during 2018 after increasing 10% during 2017 . Excess investment income per diluted common share generally increases at a faster pace than excess investment income because the number of diluted shares outstanding generally decreases from year to year as a result of our share repurchase program.

Net investment income increased at a compound annual growth rate of 4% during the last three years. Growth in net investment income has been negatively impacted in recent years by the declining interest rate environment during which time we have invested new money and reinvested the proceeds from bonds that matured or were called or otherwise disposed of at yield rates less than what we earned on these bonds before their maturity or disposition. We currently expect that the average annual turnover rate of fixed maturity assets during the next five years will not exceed 1% to 3% of the portfolio, and will not have a significant negative impact on the growth of net investment income. The following chart presents the growth in net investment income and the growth in mean invested assets.

30
TMK 2018 FORM 10-K



 
2018
 
2017
 
2016
Growth in net investment income
4.1
%
 
5.1
%
 
4.3
%
Growth in mean invested assets (at amortized cost)
5.7
%
 
6.3
%
 
5.6
%

Should interest rates, especially long-term rates, rise, Torchmark's net investment income would benefit due to higher interest rates on new purchases. While such a rise in interest rates could adversely affect the fair value of the fixed maturities portfolio, we could withstand an increase in interest rates of approximately 30 to 35 basis points before the net unrealized gains on our fixed maturity portfolio as of December 31, 2018 would be eliminated. Should interest rates increase further than that, we would not be concerned with potential interest rate driven unrealized losses in our fixed maturity portfolio because we have the intent and, more importantly, the ability, to hold our fixed maturities to maturity.

Required interest on net insurance policy liabilities reduces net investment income as it is the amount of net investment income considered by management necessary to “fund” the required interest included in the insurance segments. As such, it is removed from the investment segment and applied to the insurance segments to offset the effect of the required interest from the insurance segments. As discussed in Note 14-Business Segments , management believes this provides a more meaningful analysis of the investment and insurance segments. Required interest is based on the actuarial interest assumptions used in discounting the benefit reserve liability and the amortization of deferred acquisition costs for our insurance policies in force.

The great majority of our life and health insurance policies are fixed interest-rate protection policies, not investment products, and are accounted for under current accounting guidance for long-duration insurance products which mandates that interest rate assumptions for a particular block of business be “locked in” for the life of that block of business. Each calendar year, we set the discount rate to be used to calculate the benefit reserve liability and the amortization of the deferred acquisition cost asset for all insurance policies issued that year. That rate is based on the new money yields that we expect to earn on cash flow received in the future from policies of that issue year, and cannot be changed. The discount rate used for policies issued in the current year has no impact on the in force policies issued in prior years as the rates of all prior issue years are also locked in. As such, the overall discount rate for the entire in force block is a weighted average of the discount rates being used from all issue years. Changes in the overall weighted-average discount rate over time are caused by changes in the mix of the reserves and the deferred acquisition cost asset by issue year on the entire block of in force business. Business issued in the current year has very little impact on the overall weighted-average discount rate due to the size of our in force business.

Since actuarial discount rates are locked in for life on essentially all of our business, benefit reserves and deferred acquisition costs are not affected by interest rate fluctuations unless a loss recognition event occurs. Due to the strength of our underwriting margins, we do not expect an extended low-interest-rate environment to cause a loss recognition event.
 

31
TMK 2018 FORM 10-K



Information about interest on net policy liabilities is shown in the following table.

Required Interest on Net Insurance Policy Liabilities
(Dollar amounts in thousands)
 
Required
Interest
 
Average Net
Insurance
Policy  Liabilities
 
Average
Discount
Rate
2018
 
 
 
 
 
Life and Health
$
493,557

 
$
8,535,842

 
5.78
%
Annuity
53,785

 
1,208,358

 
4.45

Total
$
547,342

 
$
9,744,200

 
5.62

Increase in 2018
4.46
%
 
4.11
%
 
 
2017
 
 
 
 
 
Life and Health
$
468,038

 
$
8,099,319

 
5.78
%
Annuity
55,952

 
1,260,461

 
4.44

Total
$
523,990

 
$
9,359,780

 
5.60

Increase in 2017
4.90
%
 
4.63
%
 


2016
 
 
 
 
 
Life and Health
$
442,021

 
$
7,658,639

 
5.77
%
Annuity
57,506

 
1,287,211

 
4.47

Total
$
499,527

 
$
8,945,850

 
5.58

Increase in 2016
4.55
%
 
4.33
%
 


 
Financing costs for the investment segment primarily consist of interest on our various debt instruments and are deducted from excess investment income. The table below presents the components of financing costs and reconciles interest expense per the Consolidated Statements of Operations.
 
Analysis of Financing Costs
(Dollar amounts in thousands)
 
2018
 
2017
 
2016
Interest on funded debt
$
74,324

 
$
74,115

 
$
75,988

Interest on term loan
3,177

 
2,336

 
993

Interest on short-term debt
12,570

 
8,076

 
6,360

Other
5

 
5

 
4

Financing costs
$
90,076

 
$
84,532

 
$
83,345

 
In 2018 , financing costs increased primarily due to higher interest rates on the short-term debt. More information on our debt transactions are disclosed in the Financial Condition section of this report and in Note 11—Debt .
 
Realized Gains and Losses. Our life and health insurance companies collect premium income from policyholders for the eventual payment of policyholder benefits, sometimes paid many years or even decades in the future. Since benefits are expected to be paid in future periods, premium receipts in excess of current expenses are invested to provide for these obligations. For this reason, we hold a significant investment portfolio as a part of our core insurance operations. This portfolio consists primarily of high-quality fixed maturities containing an adequate yield to provide for the cost of carrying these long-term insurance product obligations. As a result, fixed maturities are generally held for long periods to support the liabilities. Expected yields on these investments are taken into account when setting insurance premium rates and product profitability expectations.
 
Despite our intent to hold fixed maturity investments for a long period of time, investments are occasionally sold or called, resulting in a realized gain or loss. These gains and losses generally occur only incidentally, usually as the result of bonds sold because of deterioration in investment quality of issuers or calls by the issuers. Investment losses are also caused by write downs due to impairments. We do not engage in trading investments for profit.

32
TMK 2018 FORM 10-K



Therefore, gains or losses which occur in protecting the portfolio or its yield, or which result from events that are beyond our control, are only secondary to our core insurance operations of providing insurance coverage to policyholders.
 
Realized gains and losses can be significant in relation to the earnings from core insurance operations, and as a result, can have a material positive or negative impact on net income. The significant fluctuations caused by gains and losses can cause period-to-period trends of net income that are not indicative of historical core operating results or predictive of the future trends of core operations. Accordingly, they have no bearing on core insurance operations or segment results as we view operations. For these reasons, and in line with industry practice, we remove the effects of realized gains and losses when evaluating overall insurance operating results.
 
The following table summarizes our tax-effected realized gains (losses) by component for each of the years in the three-year period ended December 31, 2018 .

Analysis of Realized Gains (Losses), Net of Tax
(Dollar amounts in thousands, except for per share data)
 
Year Ended December 31,
 
2018
 
2017
 
2016
 
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
Fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
Sales
$
(11,005
)
 
$
(0.10
)
 
$
2,587

 
$
0.02

 
$
(17,209
)
 
$
(0.14
)
Called or tendered
15,520

 
0.14

 
20,292

 
0.17

 
10,290

 
0.08

Write-downs
—

 
—

 
(159
)
 
—

 
—


—

Other
2,812

 
0.02

 
(2,503
)
 
(0.02
)
 
(25
)
 
—

Realized investment gains (losses)
7,327

 
0.06

 
20,217

 
0.17

 
(6,944
)
 
(0.06
)
 
 
 
 
 
 
 
 
 
 
 
 
Loss on redemption of debt
(8,752
)
 
(0.07
)
 
(2,627
)
 
(0.02
)
 
—

 
—

Total realized gains (losses)
$
(1,425
)
 
$
(0.01
)
 
$
17,590

 
$
0.15

 
$
(6,944
)
 
$
(0.06
)

As described in Note 4—Investments under the caption Other-than-temporary impairments, the Company recorded $245 thousand ($159 thousand, net of tax) in security write-downs in 2017. We did not incur any write downs in our fixed maturity portfolio as a result of other-than-temporary impairment for the years 2018 and 2016 . See Note 11—Debt for further discussion on loss on redemption of debt.

Investment Acquisitions . Torchmark’s investment policy calls for investing primarily in investment grade fixed maturities that meet our quality and yield objectives. We generally prefer to invest in securities with longer maturities because they more closely match the long-term nature of our policy liabilities. We believe this strategy is appropriate since our expected future cash flows are generally stable and predictable and the likelihood that we will need to sell invested assets to raise cash is low. If longer-term securities that meet our quality and yield objectives are not available, we do not relax our quality objectives; instead, we consider investing in shorter-term or lower yielding securities taking into consideration the slope of the yield curve and other factors.

During calendar years 2016 through 2018 , Torchmark invested predominately in fixed maturity securities, primarily in corporate bonds with longer-term maturities. The following table summarizes selected information for fixed maturity purchases for the last three years. The effective annual yield shown is the yield calculated to the potential termination date that produces the lowest yield, commonly referred to as the “worst call date.” For non-callable bonds, the worst-call date is always the maturity date. For callable bonds, the worst-call date is the call date that produces the lowest yield (or the maturity date, if the yield calculated to the maturity date is lower than the yield calculated to each call date).

33
TMK 2018 FORM 10-K



Fixed Maturity Acquisitions Selected Information
(Dollar amounts in thousands)
 
Year Ended December 31,
 
2018
 
2017
 
2016
Cost of acquisitions (1) :  
 
 
 
 
 
Investment-grade corporate securities
$
877,512

 
$
1,308,567

 
$
1,505,135

Investment-grade municipal securities
269,360

 
—

 
13,023

Other investment-grade securities
8,708

 
6,042

 
14,727

Total fixed maturity acquisitions
$
1,155,580

 
$
1,314,609

 
$
1,532,885

 
 
 
 
 
 
Effective annual yield (one year compounded) (2)
4.97
%
 
4.67
%
 
4.67
%
Average life (in years to next call)
17.0

 
23.0

 
24.6

Average life (in years to maturity)
22.8

 
24.0

 
25.4

Average rating
A-

 
BBB+

 
BBB+

(1)
Includes unsettled trades of $41 thousand for 2018 and $3 million for 2016 .
(2)
Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.

We prefer to invest primarily in bonds that are not callable (on other than a make-whole basis) prior to maturity, but we periodically invest some funds in callable bonds when the incremental yield available on such bonds warrants doing so. For investments in callable bonds, the actual life of the investment will depend on whether the issuer calls the investment prior to the maturity date. Given our investments in callable bonds, the actual average life of our investments cannot be known at the time of the investment. Absent sales and "make-whole calls", however, the average life will not be less than the average life to next call and will not exceed the average life to maturity. Data for both of these average life measures is provided in the above chart.
 
From 2016 through 2018 , acquisitions consisted of securities spanning a diversified range of issuers, industry sectors, and geographical regions. All of the acquired securities were investment grade. In addition to the fixed maturity acquisitions, Torchmark invested $94 million in other long-term investments in 2018 compared with $55 million in 2017 and $20 million in 2016 .

New cash flow available for investment has been primarily provided through our insurance operations, cash received on existing investments, and proceeds from dispositions. While calls increase funds available for investment, as noted earlier in this discussion, they can also have a negative impact on investment income if the proceeds from the calls are reinvested in bonds that have lower yields than those of the bonds that were called. Issuer calls were $146 million in 2018 , $371 million in 2017 , and $182 million in 2016 .

Approximately 95% of our investments at book value are in a diversified fixed maturity portfolio. Policy loans, which are secured by policy cash values, make up 3% of our investments. We also have investments in equity securities, commercial mortgages, and limited partnerships.

We are not a party to any credit default swaps or other derivative contracts. We do not participate in securities lending, we have no off-balance sheet investments, and we do not have any exposure to European sovereign debt at December 31, 2018 . In the prior year, it was announced by the head of the United Kingdom's Financial Conduct Authority that they plan to phase out the floating rate, London Interbank Offered Rate (LIBOR), by the end of 2021. Uncertainty remains as to what will be the replacement floating rate. As of December 31, 2018 , Torchmark had limited assets and liabilities that utilize LIBOR as a benchmark rate. We will continue to monitor the progress towards the establishment of a new floating rate.

Since fixed maturities represent such a significant portion of our investment portfolio, the remainder of the discussion of portfolio composition will focus on fixed maturities. See a breakdown of the Company's other investments in Other Investment Information within Note 4—Investments .



34
TMK 2018 FORM 10-K



Selected information concerning the fixed maturity portfolio is as follows:

Fixed Maturities
Fixed Maturity Portfolio Selected Information
 
At December 31,
 
2018
 
2017
Average annual effective yield (1)
5.55
%
 
5.60
%
Average life, in years, to:
 
 
 
Next call (2)
16.9

 
17.5

Maturity (2)
18.7

 
19.1

Effective duration to:
 
 
 
Next call (2, 3)
10.0

 
10.8

Maturity (2, 3)
10.8

 
11.5

(1)
Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
(2)
Torchmark calculates the average life and duration of the fixed maturity portfolio two ways:
(a)
based on the next call date which is the next call date for callable bonds and the maturity date for noncallable bonds, and
(b)
based on the maturity date of all bonds, whether callable or not.
(3)
Effective duration is a measure of the price sensitivity of a fixed-income security to a particular change in interest rates.


35
TMK 2018 FORM 10-K



Credit Risk Sensitivity . The following tables summarize certain information about the major corporate sectors and security types held in our fixed maturity portfolio at December 31, 2018 and 2017 .

Fixed Maturities by Sector
At December 31, 2018
(Dollar amounts in thousands)
 
 
Below Investment Grade
 
Total Fixed Maturities
 
% of Total Fixed Maturities
 
 
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
At Amortized Cost
At Fair Value
 
 
Corporates:
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance - life, health, P&C
$
66,310

$
3,836

$
(8,674
)
$
61,472

 
$
1,941,967

$
181,552

$
(28,158
)
$
2,095,361

 
12

13
 
Banks
27,075

—

(1,348
)
25,727

 
871,485

50,205

(16,730
)
904,960

 
6

5
 
Other financial
74,958

—

(19,584
)
55,374

 
946,316

31,118

(42,627
)
934,807

 
6

6
 
Total financial
168,343

3,836

(29,606
)
142,573

 
3,759,768

262,875

(87,515
)
3,935,128

 
24

24
 
Utilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Electric
36,889

176

(3,277
)
33,788

 
1,458,193

188,136

(14,943
)
1,631,386

 
10

10
 
Gas and water
—

—

—

—

 
531,313

29,710

(9,456
)
551,567

 
3

3
 
Total utilities
36,889

176

(3,277
)
33,788

 
1,989,506

217,846

(24,399
)
2,182,953

 
13

13
 
Industrial - Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
Pipelines
40,553

—

(4,762
)
35,791

 
925,689

50,835

(25,395
)
951,129

 
6

6
 
Exploration and production
17,187

—

(1,554
)
15,633

 
548,099

30,969

(17,518
)
561,550

 
3

3
 
Oil field services
—

—

(1
)
(1
)
 
49,837

3,893

(715
)
53,015

 
—

—
 
Refiner
—

—

—

—

 
84,255

8,183

(1,496
)
90,942

 
1

1
 
Driller
44,820

—

(17,247
)
27,573

 
44,820

—

(17,247
)
27,573

 
—

—
 
Total energy
102,560

—

(23,564
)
78,996

 
1,652,700

93,880

(62,371
)
1,684,209

 
10

10
 
Industrial - Basic materials
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemicals
—

—

—

—

 
554,481

8,818

(25,302
)
537,997

 
4

3
 
Metals and mining
57,409

92

(1,492
)
56,009

 
386,782

33,868

(2,500
)
418,150

 
2

3
 
Forestry products and paper
—

—

—

—

 
111,612

7,329

(2,711
)
116,230

 
—

1
 
Total basic materials
57,409

92

(1,492
)
56,009

 
1,052,875

50,015

(30,513
)
1,072,377

 
6

7
 
Industrial - Consumer, non-cyclical
33,847

587

(6,710
)
27,724

 
2,024,230

76,669

(89,536
)
2,011,363

 
13

12
 
Other industrials
46,852

—

(3,311
)
43,541

 
1,364,192

62,338

(42,222
)
1,384,308

 
9

8
 
Industrial - Transportation
26,213

—

(2,592
)
23,621

 
569,786

47,496

(10,325
)
606,957

 
4

4
 
Other corporate sectors
135,873

982

(16,241
)
120,614

 
1,371,624

47,006

(69,913
)
1,348,717

 
9

9
 
Total corporates
607,986

5,673

(86,793
)
526,866

 
13,784,681

858,125

(416,794
)
14,226,012

 
88

87
 
Other fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Government (U.S., municipal, and foreign)
306

93

—

399

 
1,763,496

90,475

(4,537
)
1,849,434

 
11

11
 
Collateralized debt obligations
57,769

22,014

(6,414
)
73,369

 
57,769

22,014

(6,414
)
73,369

 
—

1
 
Other asset-backed securities
—

—

—

—

 
146,546

2,159

(633
)
148,072

 
1

1
 
Mortgage-backed securities (1)
—

—

—

—

 
979

67

(1
)
1,045

 
—

—
 
Total fixed maturities
$
666,061

$
27,780

$
(93,207
)
$
600,634

 
$
15,753,471

$
972,840

$
(428,379
)
$
16,297,932

 
100

100
(1)
Includes GNMA's

 

36
TMK 2018 FORM 10-K



Fixed Maturities by Sector
At December 31, 2017
(Dollar amounts in thousands)
 
 
Below Investment Grade
 
Total Fixed Maturities
 
% of Total Fixed Maturities
 
 
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
At Amortized Cost
At Fair Value
 
 
Corporates:
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance - life, health, P&C
$
66,489

$
3,896

$
(3,650
)
$
66,735

 
$
2,018,315

$
346,364

$
(4,588
)
$
2,360,091

 
14
14

 
Banks
27,104

—

(2,727
)
24,377

 
747,249

117,724

(3,007
)
861,966

 
5
5

 
Other financial
74,956

—

(17,661
)
57,295

 
853,583

74,765

(18,524
)
909,824

 
6
6

 
Total financial
168,549

3,896

(24,038
)
148,407

 
3,619,147

538,853

(26,119
)
4,131,881

 
25
25

 
Utilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Electric
20,713

1,159

—

21,872

 
1,463,872

306,812

(1,275
)
1,769,409

 
10
11

 
Gas and water
—

—

—

—

 
520,418

64,726

(120
)
585,024

 
3
3

 
Total utilities
20,713

1,159

—

21,872

 
1,984,290

371,538

(1,395
)
2,354,433

 
13
14

 
Industrial - Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
Pipelines
40,590

937

(1,092
)
40,435

 
880,379

117,765

(2,320
)
995,824

 
6
6

 
Exploration and production
28,174

1,180

(85
)
29,269

 
527,581

79,784

(2,620
)
604,745

 
4
4

 
Oil field services
33,867

—

(6,004
)
27,863

 
83,722

11,074

(6,004
)
88,792

 
1
1

 
Refiner
—

—

—

—

 
73,106

17,430

—

90,536

 
—
—

 
Driller
54,561

87

(14,448
)
40,200

 
54,561

87

(14,448
)
40,200

 
—
—

 
Total energy
157,192

2,204

(21,629
)
137,767

 
1,619,349

226,140

(25,392
)
1,820,097

 
11
11

 
Industrial - Basic materials
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemicals
—

—

—

—

 
541,785

59,216

(20
)
600,981

 
3
3

 
Metals and mining
57,438

7,727

—

65,165

 
387,134

85,105

—

472,239

 
3
3

 
Forestry products and paper
—

—

—

—

 
112,175

16,911

—

129,086

 
1
1

 
Total basic materials
57,438

7,727

—

65,165

 
1,041,094

161,232

(20
)
1,202,306

 
7
7

 
Industrial - Consumer, non-cyclical
21,334

—

(4,498
)
16,836

 
1,834,778

192,887

(6,494
)
2,021,171

 
12
12

 
Other industrials
47,136

2,965

—

50,101

 
1,326,051

179,694

(671
)
1,505,074

 
9
9

 
Industrial - Transportation
26,443

1,581

(162
)
27,862

 
553,435

90,211

(195
)
643,451

 
3
4

 
Other corporate sectors
143,995

5,076

(9,387
)
139,684

 
1,310,445

123,588

(13,236
)
1,420,797

 
9
8

 
Total corporates
642,800

24,608

(59,714
)
607,694

 
13,288,589

1,884,143

(73,522
)
15,099,210

 
89
90

 
Other fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Government (U.S., municipal, and foreign)
306

—

(105
)
201

 
1,501,865

147,772

(1,507
)
1,648,130

 
10
9

 
Collateralized debt obligations
59,150

20,084

(7,653
)
71,581

 
59,150

20,084

(7,653
)
71,581

 
—
—

 
Other asset-backed securities
—

—

—

—

 
144,040

4,790

—

148,830

 
1
1

 
Mortgage-backed securities (1)
—

—

—

—

 
1,457

118

(1
)
1,574

 
—
—

 
Total fixed maturities
$
702,256

$
44,692

$
(67,472
)
$
679,476

 
$
14,995,101

$
2,056,907

$
(82,683
)
$
16,969,325

 
100
100

(1)
Includes GNMA's

The net unrealized gain position in the fixed maturity portfolio decreased by 72% from $2.0 billion at December 31, 2017 to $544 million at December 31, 2018 , primarily as a result of an increase in market interest rates.

Corporate securities, which consist of bonds and redeemable preferred stocks, were the largest component of the fixed maturity portfolio, representing 88% of amortized cost and 87% of fair value. The remainder of the portfolio is invested primarily in securities issued by the U.S. government and U.S. municipalities. The Company holds insignificant amounts in foreign government bonds, collateralized debt obligations, asset-backed securities, and agency mortgage-backed securities. Corporate securities are diversified over a variety of industry sectors and issuers. As shown in the chart above, financial, utility, and energy sectors represented approximately 47% of the portfolio.

37
TMK 2018 FORM 10-K



At December 31, 2018 , the total fixed maturity portfolio consists of 611 issuers, with 222 issuers within the financial, utility, and energy sectors.

For more information about our fixed maturity portfolio by component at December 31, 2018 and 2017 , including a discussion of other-than-temporary impairments, an analysis of unrealized investment losses and a schedule of maturities, see Note 4—Investments .
 
An analysis of the fixed maturity portfolio by a composite quality rating at December 31, 2018 is shown in the following table. The composite rating for each security, other than private-placement securities managed by third parties, is the average of the security’s ratings as assigned by Moody’s Investor Service, Standard & Poor’s, Fitch Ratings, and Dominion Bond Rating Service, LTD. The ratings assigned by these four nationally recognized statistical rating organizations are evenly weighted when calculating the average. The composite quality rating is created using a methodology developed by Torchmark Corporation using ratings from the various rating agencies noted above. The composite quality rating is not a Standard & Poor's credit rating. Standard & Poor's does not sponsor, endorse or promote the composite quality rating and shall not be liable for any use of the composite quality rating. Included in the chart below are private placement fixed maturity holdings of $600 million at amortized cost ( $596 million at fair value) for which the ratings were assigned by the third party managers.

Fixed Maturities by Rating
At December 31, 2018
(Dollar amounts in thousands)
 
Amortized
Cost
 
%
 
Fair
Value
 
%
 
Average Composite Quality Rating on Amortized Cost
Investment grade:
 
 
 
 
 
 
 
 
 
AAA
$
750,101

 
5
 
$
766,341

 
5
 
 
AA
1,222,158

 
8
 
1,282,834

 
8
 
 
A
3,983,869

 
25
 
4,378,152

 
26
 
 
BBB+
3,606,143

 
23
 
3,707,078

 
23
 
 
BBB
3,695,585

 
23
 
3,746,661

 
23
 
 
BBB-
1,829,554

 
12
 
1,816,232

 
11
 
 
Investment grade
15,087,410

 
96
 
15,697,298

 
96
 
A-
 
 
 
 
 
 
 
 
 
 
Below investment grade:
 
 
 
 
 
 
 
 
 
BB
403,649

 
3
 
362,090

 
2
 
 
B
164,052

 
1
 
123,904

 
1
 
 
Below B
98,360

 
—
 
114,640

 
1
 
 
Below investment grade
666,061

 
4
 
600,634

 
4
 
B+

$
15,753,471

 
100
 
$
16,297,932

 
100
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average composite quality rating
 
 
 
 
 
 
 
 
BBB+



38
TMK 2018 FORM 10-K



Fixed Maturities by Rating
At December 31, 2017
(Dollar amounts in thousands)
 
Amortized
Cost
 
%
 
Fair
Value
 
%
 
Average Composite Quality Rating on Amortized Cost
Investment grade:
 
 
 
 
 
 
 
 
 
AAA
$
649,559

 
4
 
$
689,356

 
4
 
 
AA
1,095,502

 
7
 
1,222,148

 
7
 
 
A
4,139,252

 
28
 
4,959,570

 
29
 
 
BBB+
3,493,309

 
23
 
3,936,939

 
23
 
 
BBB
3,302,118

 
22
 
3,696,880

 
22
 
 
BBB-
1,613,105

 
11
 
1,784,956

 
11
 
 
Investment grade
14,292,845

 
95
 
16,289,849

 
96
 
A-
 
 
 
 
 
 
 
 
 
 
Below investment grade:
 
 
 
 
 
 
 
 
 
BB
413,425

 
3
 
397,063

 
2
 
 
B
152,454

 
1
 
133,582

 
1
 
 
Below B
136,377

 
1
 
148,831

 
1
 
 
Below investment grade
702,256

 
5
 
679,476

 
4
 
B+

$
14,995,101

 
100
 
$
16,969,325

 
100
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average composite quality rating
 
 
 
 
 
 
 
 
BBB+

An analysis of changes in our portfolio of below-investment grade fixed maturities at amortized cost is as follows:

Below-Investment Grade Fixed Maturities
(Dollar amounts in thousands)
 
Year Ended December 31,
 
2018
 
2017
Balance at beginning of year
$
702,256

 
$
751,144

Downgrades by rating agencies
29,724

 
61,691

Upgrades by rating agencies
(10,934
)
 
(55,345
)
Dispositions
(58,827
)
 
(59,420
)
Write down of other-than-temporarily impaired securities
—

 
(245
)
Amortization and other
3,842

 
4,431

Balance at end of year
$
666,061

 
$
702,256


Our investment policy regarding fixed maturities is to acquire only investment-grade obligations. Thus, any increases in below investment-grade issues are a result of ratings downgrades of existing holdings.

Market Risk Sensitivity. Torchmark’s investment securities are exposed to interest rate risk, meaning the effect of changes in financial market interest rates on the current fair value of the company’s investment portfolio. Since 95% of the book value of our investments is attributable to fixed maturity investments (and virtually all of these investments are fixed-rate investments), the portfolio is highly subject to market risk. Declines in market interest rates generally result in the fair value of the investment portfolio rising, and increases in interest rates cause the fair value to decline. Under normal market conditions, we are not concerned about unrealized losses that are interest rate driven since we would not expect to realize them. We have the intent, and more importantly, the ability to hold our investments to maturity. The long-term nature of our insurance policy liabilities and strong cash-flow operating position substantially

39
TMK 2018 FORM 10-K



mitigate any future need to liquidate portions of the portfolio. The increase or decrease in the fair value of insurance liabilities and debt due to increases or decreases in market interest rates largely offsets the impact of rates on the investment portfolio. However, as is permitted by GAAP, these liabilities are not recorded at fair value.
 
The following table illustrates the market risk sensitivity of our interest-rate sensitive fixed maturity portfolio at December 31, 2018 and 2017 . This table measures the effect of a parallel shift in interest rates (as represented by the U.S. Treasury curve) on the fair value of the fixed maturity portfolio. The data measures the change in fair value arising from an immediate and sustained change in interest rates in increments of 100 basis points.

Market Value of Fixed Maturity Portfolio
(Dollar amounts in thousands)
 
 
At December 31,
Change in Interest Rates (1)
 
2018
 
2017
(200)
 
$
20,264,000

 
$
21,456,000

(100)
 
18,128,000

 
19,024,000

0
 
16,298,000

 
16,969,000

100
 
14,720,000

 
15,221,000

200
 
13,352,000

 
13,724,000

(1) In basis points.


40
TMK 2018 FORM 10-K



FINANCIAL CONDITION
 
Liquidity. Liquidity provides Torchmark with the ability to meet on demand the cash commitments required by its business operations and financial obligations. Our liquidity is primarily derived from three sources: positive cash flow from operations, a portfolio of marketable securities, and a line of credit facility.
 
Insurance Subsidiary Liquidity . The operations of our insurance subsidiaries have historically generated substantial cash inflows in excess of immediate cash needs. Sources of cash flows for the insurance subsidiaries include primarily premium and investment income. Cash outflows from operations include policy benefit payments, commissions, administrative expenses, and taxes. The funds to provide for policy benefits, the majority of which are paid in future periods, are invested primarily in long-term fixed maturities to meet these long-term obligations. In addition to investment income, maturities and scheduled repayments in the investment portfolio are sources of cash. Excess cash available from the insurance subsidiaries’ operations is generally distributed as a dividend to the Parent Company, subject to regulatory restriction. The dividends are generally paid in amounts equal to the subsidiaries’ prior year statutory net income excluding realized capital gains. While the leading source of the excess cash is investment income, due to our high underwriting margins and effective expense control, a significant portion of the excess cash also comes from underwriting income.
 
Parent Company Liquidity. Cash flows from the insurance subsidiaries are used to pay interest and principal repayments on Parent Company debt, operating expenses of the Parent Company, and Parent Company dividends to Torchmark shareholders.
 
Year Ended December 31,
 
Projected 2019
 
2018
 
2017
 
2016
Liquidity Sources:
 
 
 
 
 
 
 
Dividends from Subsidiaries
$
465,000

 
$
448,142

 
$
453,904

 
$
437,566

Excess Cash Flows
360,000

 
349,243

 
329,556

 
310,791


For more information on the restrictions on the payment of dividends by subsidiaries, see the Restrictions section of Note 12—Shareholders’ Equity . Although these restrictions exist, dividend availability from subsidiaries historically has been more than sufficient for the cash flow needs of the Parent Company.

Short-Term Borrowings. An additional source of Parent Company liquidity is a line of credit facility with a group of lenders which allows unsecured borrowings and stand-by letters of credit up to $750 million, which could be extended up to $1 billion. While Torchmark can request the extension, it is not guaranteed. In May 2016, Torchmark amended the facility to extend the maturity date to May 2021. The amendment also allowed for an additional $100 million term loan as discussed under the caption Credit Facility in Note 11—Debt . The facility is further designated as a back-up line of credit for a commercial paper program as well as the stand-by letters of credit as discussed below. As of December 31, 2018 , we had available $293 million of additional borrowing capacity under this facility, compared with $249 million a year earlier. There have been no difficulties in accessing the commercial paper market during the three years ended December 31, 2018 .
 
Torchmark expects to have readily available funds for 2019 and the foreseeable future to conduct its operations and to maintain target capital ratios in the insurance subsidiaries through internally generated cash flow and the credit facility. In the unlikely event that more liquidity is needed, the Company could generate additional funds through multiple sources including, but not limited to, the issuance of debt, an additional short-term credit facility, and intercompany borrowing.
 
Consolidated Liquidity . Consolidated net cash inflows provided from continuing operations were $1.3 billion in 2018 , compared with $1.4 billion in 2017 and $1.2 billion in 2016 . In addition to cash inflows from operations, our companies received proceeds from maturities, calls, and repayments of fixed maturities in the amount of $344 million in 2018 , compared with $489 million in 2017 and $236 million in 2016 .
 
Our cash and short-term investments were $184 million at the end of 2018 compared with $246 million at the end of 2017 . Additionally, we have a portfolio of marketable fixed securities that are available for sale in the event of an

41
TMK 2018 FORM 10-K



unexpected need. These securities had a fair value of $16.3 billion at December 31, 2018 . However, our strong cash flows from operations, investment maturities, and the availability of our commercial paper and credit line make any need to sell securities for liquidity unlikely.
 
Off-Balance Sheet Arrangements. As a part of its aforementioned credit facility, Torchmark had outstanding $155 million in stand-by letters of credit at December 31, 2018 . On March 14, 2018, the letters of credit were amended to reduce the amount outstanding from $177 million as of December 31, 2017 . These letters are issued among our subsidiaries, one of which is an offshore captive reinsurer, and have no impact on company obligations as a whole. Any future regulatory changes that restrict the use of off-shore captive reinsurers might require Torchmark to obtain third-party financing, which could cause an insignificant increase in financing costs.
 
As of December 31, 2018 , we had no unconsolidated affiliates and no guarantees of the obligations of third party entities. All of our guarantees were guarantees of the performance of consolidated subsidiaries, as disclosed in Note 6—Commitments and Contingencies .

The following table presents information about future payments under our contractual obligations for the selected periods as of December 31, 2018 .
 
Contractual Obligations
(Dollar amounts in thousands)
 
Actual
Liability
 
Total
Payments
 
Less than
One Year
 
One to
Three Years
 
Three to
Five Years
 
More than
Five Years
Fixed and determinable:
 
 
 
 
 
 
 
 
 
 
 
Debt—principal (1)
$
1,665,033

 
$
1,686,462

 
$
308,975

 
$
86,875

 
$
315,612

 
$
975,000

Debt—interest (2)
11,605

 
1,276,173

 
73,087

 
141,404

 
121,959

 
939,723

Capital leases
—

 
—

 
—

 
—

 
—

 
—

Operating leases


 
23,339

 
4,304

 
7,768

 
4,671

 
6,596

Purchase obligations (3)
50,883

 
306,151

 
27,938

 
27,636

 
5,723

 
244,854

Postretirement obligations (4)
187,599

 
306,764

 
22,769

 
50,697

 
58,393

 
174,905

Future insurance obligations (5)
13,953,826

 
54,494,356

 
1,589,229

 
3,069,440

 
2,978,454

 
46,857,233

Total
$
15,868,946

 
$
58,093,245

 
$
2,026,302

 
$
3,383,820

 
$
3,484,812

 
$
49,198,311

 
(1)
Debt is itemized in Note 11—Debt .
(2)
Interest on debt is based on our fixed contractual obligations.
(3)
Purchase obligations include various long-term non-cancelable purchase commitments as well as commitments to provide capital for low-income housing tax credit interests.
(4)
Pension obligations are primarily liabilities in trust funds that are calculated in accordance with the terms of the pension plans. They are offset by invested assets in the trusts, which are funded through periodic contributions by Torchmark in a manner which will provide for the settlement of the obligations as they become due. Therefore, our obligations are offset by those assets when reported on Torchmark’s Consolidated Balance Sheets . At December 31, 2018 , these pension obligations were $556 million , but there were also assets of $393 million in the pension entities. The schedule of pension benefit payments covers ten years and is based on the same assumptions used to measure the pension obligations, except there is no interest assumption because the payments are undiscounted. Please refer to Note 9—Postretirement Benefits for more information on pension obligations.
(5)
Future insurance obligations consist primarily of estimated future contingent benefit payments on policies in force at December 31, 2018 . These estimated payments were computed using assumptions for future mortality, morbidity and persistency. The actual amount and timing of such payments may differ significantly from the estimated amounts shown. Management believes that the assets supporting the liability of $14 billion at December 31, 2018 , along with future premiums and investment income, will be sufficient to fund all future insurance obligations.

Capital Resources. Torchmark’s capital structure consists of short-term debt (the commercial paper facility described in Note 11—Debt and the current maturity of funded debt ), long-term funded debt, and shareholders’ equity. A complete analysis and description of long-term debt issues outstanding is presented in Note 11 .
 
Debt: The carrying value of the long-term debt was $1.4 billion at December 31, 2018 , which increased from $1.1 billion a year earlier.



42
TMK 2018 FORM 10-K



On September 27, 2018, Torchmark completed the issuance and sale of $550 million in aggregate principal of Torchmark’s 4.55% Senior Notes due 2028. The notes were sold pursuant to Torchmark’s shelf registration statement on Form S-3. The net proceeds from the sale of the notes were $543 million , after giving effect to the underwriting discounts and commissions and offering expenses payable by Torchmark. Torchmark used the net proceeds from the sale of the notes to redeem the $293 million outstanding principal amount on Torchmark’s 9.25% Senior Notes on October 29, 2018, the payment of $11 million for the make-whole premium plus accrued and unpaid interest of $10 million , and to fund $150 million of additional capital to its insurance subsidiaries. Torchmark used the remaining net proceeds to repay outstanding commercial paper and for general corporate purposes. Torchmark received the following credit ratings on the new debt from:
 
Moody's
 
S&P
 
Fitch
 
AM Best
Credit rating
Baa1
 
A
 
BBB+
 
a-

Due to increasing variable interest rates, on June 15, 2018, the Company called its $20 million Junior Subordinated Debentures.

On November 17, 2017, Torchmark completed the issuance and sale of $125 million in aggregate principal of Torchmark’s 5.275% Junior Subordinated Debentures due 2057. The debentures were sold in a private placement pursuant to exemptions from the registration requirements of the Securities Act of 1933. The initial purchaser of the debentures was outside the United States. The net proceeds from the sale of the debentures were $123.3 million , after giving effect to the discount payable to the initial purchaser and expenses of the offering of the debentures. Torchmark used the net proceeds from the offering of the debentures to repay the $125 million outstanding principal of the 5.875% Junior Subordinated Debentures that were due December 15, 2052 and that were callable beginning December 15, 2017.
 
Subsidiary Capital: The National Association of Insurance Commissioners (NAIC ) has established a risk-based factor approach for determining threshold risk-based capital levels for all insurance companies. This approach was designed to assist the regulatory bodies in identifying companies that may require regulatory attention. A Risk-Based Capital (RBC) ratio is typically determined by dividing adjusted total statutory capital by the amount of risk-based capital determined using the NAIC’s factors. If a company’s RBC ratio approaches two times the RBC amount, the company must file a plan with the NAIC for improving their capital levels (this level is commonly referred to as “Company Action Level” RBC). Companies typically hold a multiple of the Company Action Level RBC depending on their particular business needs and risk profile.

Our goal is to maintain statutory capital within our insurance subsidiaries at levels necessary to support our current ratings. For 2018 , Torchmark targeted a consolidated Company Action Level RBC ratio of 300% to 320%. The Company believes this capital level is more than adequate and is sufficient to support its current ratings given the nature of its business and its risk profile. Due to changes in the insurance company’s capital levels as a result of the new tax legislation effective January 1, 2018, the Parent Company used approximately $150 million of the net proceeds from the issuance of senior notes in 2018 to provide additional capital to its insurance subsidiaries. As of December 31, 2018 , our consolidated Company Action Level RBC ratio was 326%, slightly above our targeted range.
 
Torchmark is targeting a consolidated Company Action Level RBC ratio in the range of 300% to 320% for 2019.

Shareholder's Equity: As noted under the caption Analysis of Share Purchases within this report, we have an ongoing share repurchase program.
 
Torchmark has continually increased the quarterly dividend on its common shares over the past three years.
 
Year Ended December 31,
 
Projected 2019
 
2018
 
2017
 
2016
Quarterly dividend by annual year
$
0.1725

 
$
0.1600

 
$
0.1500

 
$
0.1400


Shareholders’ equity was $5.4 billion at December 31, 2018 , compared with $6.2 billion at December 31, 2017 , a decrease of $816 million or 13% . During the twelve months since December 31, 2017 , shareholders’ equity was reduced

43
TMK 2018 FORM 10-K



by $1.1 billion of after-tax unrealized losses as well as $372 million in share purchases under the repurchase program and an additional $50 million in share purchases to offset the dilution from stock option exercises. Shareholder's equity was increased by $701 million of net income during this period.
 
We plan to use excess cash available at the Parent Company as efficiently as possible in the future. Possible uses of excess cash flow include, but are not limited to, share repurchases, acquisitions, increases in shareholder dividends, investment in securities, or repayment of short-term debt. We will determine the best use of excess cash after ensuring that targeted capital levels are maintained in our companies. If market conditions are favorable, we currently expect that share repurchases will continue to be a primary use of those funds.

We maintain a significant available-for-sale fixed maturity portfolio to support our insurance policy liabilities. Current accounting guidance requires that we revalue our portfolio to fair market value at the end of each accounting period. The period-to-period changes in fair value, net of their associated impact on deferred acquisition costs and income tax, are reflected directly in shareholders’ equity. Changes in the fair value of the portfolio can result from changes in interest rates and liquidity in financial markets. While a majority of invested assets are revalued, accounting rules do not permit interest-bearing insurance policy liabilities to be valued at fair value in a consistent manner as that of assets, with changes in value applied directly to shareholders’ equity.

Due to the size of our policy liabilities in relation to our shareholders’ equity, this inconsistency in measurement usually has a material impact on the reported value of shareholders’ equity. Fluctuations in interest rates cause undue volatility in the period-to-period presentation of our shareholders’ equity, capital structure, and financial ratios which would be essentially removed if interest-bearing liabilities were valued in the same manner as assets. From time to time, the market value of our fixed maturity portfolio may be depressed as a result of bond market illiquidity which could result in a significant decrease in shareholders’ equity. Due to the long-term nature of our fixed maturities and liabilities and the strong cash flows consistently generated by our insurance subsidiaries, we have the intent and ability to hold our securities to maturity. As such, we do not expect to incur losses due to fluctuations in market value of fixed maturities caused by interest rate changes and temporarily illiquid markets. Accordingly, our management, credit rating agencies, lenders, many industry analysts, and certain other financial statement users prefer to remove the effect of this accounting rule when analyzing our balance sheet, capital structure, and financial ratios.
 
The following table presents selected data related to our capital resources. Additionally, the table presents the effect of this accounting guidance on relevant line items, so that investors and other financial statement users may determine its impact on Torchmark’s capital structure. Excluding the effect of unrealized gains and losses on the fixed maturity portfolio from shareholders' equity is considered non-GAAP. Below we include the reconciliation to GAAP.

Selected Financial Data
(Dollar amounts in thousands except per share and percentage data)  
 
At December 31, 2018
 
At December 31, 2017
 
At December 31, 2016
 
GAAP
 
Effect of
Accounting
Rule
Requiring
Revaluation  (1)
 
GAAP
 
Effect of
Accounting
Rule
Requiring
Revaluation  (1)
 
GAAP
 
Effect of
Accounting
Rule
Requiring
Revaluation  (1)
Fixed maturities
$
16,297,932

 
$
544,461

 
$
16,969,325

 
$
1,974,224

 
$
15,245,861

 
$
1,057,811

Deferred acquisition costs
4,137,925

 
(5,270
)
 
3,958,063

 
(10,819
)
 
3,783,158

 
(10,281
)
Total assets
23,095,722

 
539,191

 
23,474,985

 
1,963,405

 
21,436,087

 
1,047,530

Short-term debt
307,848

 
—

 
328,067

 
—

 
264,475

 
—

Long-term debt
1,357,185

 
—

 
1,132,201

 
—

 
1,133,165

 
—

Shareholders’ equity
5,415,177

 
425,961

 
6,231,421

 
1,551,090

 
4,566,861

 
680,894

Book value per diluted share
48.11

 
3.79

 
52.95

 
13.18

 
37.76

 
5.63

Debt to capitalization (2)
23.5
%
 
(1.5
)%
 
19.0
%
 
(4.8
)%
 
23.4
%
 
(3.1
)%
Diluted shares outstanding
112,561

 
—

 
117,696

 
—

 
120,958

 
—

Actual shares outstanding
110,693

 
—

 
114,593

 
—

 
118,031

 
—

(1)
Amount added to (deducted from) comprehensive income to produce the stated GAAP item.
(2)
Torchmark’s debt covenants require that the effect of the accounting guidance requiring revaluation be removed to determine this ratio. This ratio is computed by dividing total debt by the sum of debt and shareholders’ equity.

44
TMK 2018 FORM 10-K



Torchmark’s ratio of earnings before interest and taxes to interest requirements (times interest earned) was 10.6 times in 2018 , compared with 10.8 times in 2017 and 10.3 times in 2016 based on continuing operations. This times-interest-earned ratio is computed by dividing interest expense into the sum of pre-tax income from continuing operations and interest expense. A discussion of our interest expense is included in the discussion of financing costs under the caption Investments in this report.

Financial Strength Ratings. The financial strength of our major insurance subsidiaries is rated by Standard & Poor’s and A. M. Best. The following chart presents these ratings for our five largest insurance subsidiaries at December 31, 2018 .
 
Standard
& Poor’s
  
A.M.
Best
Liberty National
AA-
 
A+ (Superior)
Globe Life
AA-
 
A+ (Superior)
United American
AA-
 
A+ (Superior)
American Income
AA-
 
A+ (Superior)
Family Heritage
NR
 
A+ (Superior)
 
A.M. Best states that it assigns an A+ (Superior) rating to insurance companies that have, in its opinion, a superior ability to meet their ongoing insurance obligations.

The AA financial strength rating category is assigned by Standard & Poor’s Corporation (S&P) to those insurers which have very strong capacity to meet its financial commitments which differs from the highest-rated insurers only to a small degree. An insurer rated A has strong capacity to meet its financial commitments but it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than insurers in higher-rated categories. The plus sign (+) or minus sign (-) shows the relative standing within the major rating category.
 
OTHER ITEMS
 
Litigation. Torchmark and its subsidiaries are subject to being named as parties to pending or threatened litigation, much of which involves punitive damage claims based upon allegations of agent misconduct at the insurance subsidiaries. Such punitive damage claims may have the potential for significant adverse results since Torchmark and its subsidiaries operate in jurisdictions where large punitive damage awards bearing little or no relation to actual damages continue to be awarded. This bespeaks caution since it is impossible to predict the likelihood or extent of punitive damages that may be awarded if liability is found in any given case. Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, contingent liabilities arising from threatened and pending litigation are not presently considered by us to be material. For more information concerning litigation, please refer to Note 6—Commitments and Contingencies .


45
TMK 2018 FORM 10-K



CRITICAL ACCOUNTING POLICIES
 
Future Policy Benefits. Due to the long-term nature of insurance contracts, our insurance companies are liable for policy benefit payments that will be made in the future. The liability for future policy benefits is determined by standard actuarial procedures common to the life insurance industry. The accounting policies for determining this liability are disclosed in Note 1—Significant Accounting Policies .
 
Approximately 88% of our liabilities for future policy benefits at December 31, 2018 were traditional insurance liabilities where the liability is determined as the present value of future benefits less the present value of the portion of the gross premium required to pay for such benefits. The assumptions used in estimating the future benefits for this portion of business are set at the time of contract issue. These assumptions are “locked in” and are not revised for the lifetime of the contracts, except where there is a premium deficiency, as defined in Note 1—Significant Accounting Policies under the caption Future Policy Benefits. Otherwise, variability in the accrual of policy reserve liabilities after policy issuance is caused only by variability of the inventory of in force policies.
 
The remaining portion of liabilities for future policy benefits pertains to business accounted for as deposit business, where the recorded liability is the fund balance attributable to the benefit of policyholders as determined by the policy contract at the consolidated financial statement date. Accordingly, there are no assumptions used to determine the future policy benefit liability for deposit business.
 
Deferred Acquisition Costs. Certain costs of acquiring new business are deferred and recorded as an asset. Deferred acquisition costs consist primarily of sales commissions and other underwriting costs such as advertising related to the successful issuance of a new insurance contract as indicated in Note 1—Significant Accounting Policies under the caption Deferred Acquisition Costs in the Notes to Consolidated Financial Statements. Additionally, the cost of acquiring blocks of insurance business or insurance business through the purchase of other companies, known as the value of insurance acquired (VOBA), is included in deferred acquisition costs. Our policies for accounting for deferred acquisition costs and the associated amortization are reported under the same caption in Note 1—Significant Accounting Policies .
 
Over 99% of our recorded amounts for deferred acquisition costs at December 31, 2018 were related to traditional products and are being amortized over the premium-paying period in proportion to the present value of actual historic and estimated future gross premiums. The projection assumptions for this business are set at the time of contract issue. These assumptions are “locked-in” at that time and, except where there is a loss recognition issue, are not revised for the lifetime of the contracts. Absent a premium deficiency, variability in amortization after policy issuance is caused only by variability in premium volume. We have not recorded a deferred acquisition cost loss recognition event for assets related to this business for any period in the three years ended December 31, 2018 .
 
Less than 1% of deferred acquisition costs pertain to deposit business for which deferred acquisition costs are amortized over the estimated lives of the contracts in proportion to actual and estimated future gross profits. These contracts are not subject to lock-in. The assumptions must be updated when actual experience or other evidence suggests that earlier estimates should be revised. Revisions related to our deposit business assets have not had a material impact on the amortization of deferred acquisition costs during the three years ended December 31, 2018 .
 
Policy Claims and Other Benefits Payable. This liability consists of known benefits currently payable and an estimate of claims that have been incurred but not yet reported to us. The estimate of unreported claims is based on prior experience and is made after careful evaluation of all information available to us. However, the factors upon which these estimates are based can be subject to change from historical patterns. Factors involved include the litigation environment, regulatory mandates, and the introduction of policy types for which claim patterns are not well established, and medical trend rates and medical cost inflation as they affect our health claims. Changes in these estimates, if any, are reflected in the earnings of the period in which the adjustment is made. We believe that the estimates used to produce the liability for claims and other benefits, including the estimate of unsubmitted claims, are the most appropriate under the circumstances. However, there is no certainty that the resulting stated liability will be our ultimate obligation. At this time, we do not expect any change in this estimate to have a material impact on earnings or financial position consistent with our historical experience.

Valuation of Fixed Maturities. We hold a substantial investment in high-quality fixed maturities to provide for the funding of our future policy contractual obligations over long periods of time. While these securities are generally expected to be held to maturity, they are classified as available for sale and are sold from time to time, primarily to

46
TMK 2018 FORM 10-K



manage risk. We report this portfolio at fair value. Fair value is the price that we would expect to receive upon sale of the asset in an orderly transaction. The fair value of the fixed maturity portfolio is primarily affected by changes in interest rates in financial markets, having a greater impact on longer-term maturities. Because of the size of our fixed maturity portfolio, small changes in rates can have a significant effect on the portfolio and the reported financial position of the Company. This impact is disclosed in 100 basis point increments under the caption Market Risk Sensitivity in this report. However, as discussed under the caption Financial Condition in this report, we believe these unrealized fluctuations in value have no meaningful impact on our actual financial condition and, as such, we remove them from consideration when viewing our financial position and financial ratios.
 
At times, the values of our fixed maturities can also be affected by illiquidity in the financial markets. Illiquidity would contribute to a spread widening, and accordingly to unrealized losses, on many securities that we would expect to be fully recoverable. Even though our fixed maturity portfolio is available for sale, we have the ability and intent to hold the securities until maturity as a result of our strong and stable cash flows generated from our insurance products. Considerable information concerning the policies, procedures, classification levels, and other relevant data concerning the valuation of our fixed maturity investments is presented in Note 1—Significant Accounting Policies and in Note 4—Investments under the captions Fair Value Measurements in both notes.
 
Impairment of Investments. We continually monitor our investment portfolio for investments where fair value has declined below carrying value and that have become impaired in value. While the values of the investments in our portfolio constantly fluctuate due to market conditions, an other-than-temporary impairment charge is recorded only when a security has experienced a decline in fair market value which is deemed to be other than temporary. The policies and procedures that we use to evaluate and account for impairments of investments are disclosed in Note 1—Significant Accounting Policies and the discussions under the captions Investments and Realized Gains and Losses in this report. While every effort is made to make the best estimate of status and value with the information available regarding an other-than-temporary impairment, it is difficult to predict the future prospects of a distressed or impaired security.
 
Defined benefit pension plans. We maintain funded defined benefit plans covering most full-time employees. We also have an unfunded nonqualified defined benefit plan covering certain key and other employees. Our obligations under these plans are determined actuarially based on specified actuarial assumptions. In accordance with GAAP, an expense is recorded each year as these pension obligations grow due to the increase in the service period of employees and the interest cost associated with the passage of time. These obligations are offset, at least in part, by the growth in value of the assets in the funded plans. At December 31, 2018 , our gross liability under these plans was $556 million , but was offset by assets of $393 million .

The actuarial assumptions used in determining our obligations for pensions include employee mortality and turnover, retirement age, the expected return on plan assets, projected salary increases, and the discount rate at which future obligations could be settled. These assumptions have an important effect on the pension obligation. A decrease in the discount rate or rate of return on plan assets will cause an increase in the pension obligation. A decrease in projected salary increases will cause a decrease in this obligation. Small changes in assumptions may cause significant differences in reported results for these plans. For example, a sensitivity analysis is presented below for the impact of change in the discount rate and the long-term rate of return on assets assumed on our defined benefit pension plans expense for the year 2018 and projected benefit obligation as of December 31, 2018 .















47
TMK 2018 FORM 10-K



Pension Assumptions
(Dollar amounts in thousands)
Assumption
 
Change (1)
 
Impact on Expense
 
Impact on Projected Benefit Obligation
 
 
 
 
 
 
 
Discount Rate (2) :
 
 
 
 
 
 
Increase
 
25

 
$
(2,450
)
 
$
(20,542
)
Decrease
 
(25
)
 
2,679

 
21,765

Expected Return (3) :
 
 
 
 
 
 
Increase
 
25

 
(1,037
)
 
—

Decrease
 
(25
)
 
1,037

 
—

(1)
In basis points.
(2)
The discount rate for determining the net periodic benefit cost was 3.75% for 2018 . The discount rate used for determining the projected benefit obligation as of December 31, 2018 was 4.37% .
(3)
The expected long-term return rate assumed was 6.72% .

The Company determines mortality assumptions through the use of published mortality tables that reflect broad-based studies of mortality and published longevity improvement scales.
 
The criteria used to determine the primary assumptions are discussed in Note 9—Postretirement Benefits . While we have used our best efforts to determine the most reliable assumptions, given the information available from Company experience, economic data, independent consultants and other sources, we cannot be certain that actual results will be the same as expected. The assumptions are reviewed annually and revised, if necessary, based on more current information available to us. Note 9—Postretirement Benefits also contains information about pension plan assets, investment policies, and other related data.

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TMK 2018 FORM 10-K



CAUTIONARY STATEMENTS
 
We caution readers regarding certain forward-looking statements contained in the foregoing discussion and elsewhere in this document, and in any other statements made by us or on our behalf whether or not in future filings with the Securities and Exchange Commission. Any statement that is not a historical fact, or that might otherwise be considered an opinion or projection concerning us or our business, whether express or implied, is meant as and should be considered a forward-looking statement. Such statements represent our opinions concerning future operations, strategies, financial results or other developments.
 
Forward-looking statements are based upon estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control. If these estimates or assumptions prove to be incorrect, the actual results may differ materially from the forward-looking statements made on the basis of such estimates or assumptions. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, which may be national in scope, related to the insurance industry generally, or applicable to Torchmark specifically. Such events or developments could include, but are not necessarily limited to:
 
(1)
Changes in lapse rates and/or sales of our insurance policies as well as levels of mortality, morbidity, and utilization of healthcare services that differ from our assumptions;
(2)
Federal and state legislative and regulatory developments, particularly those impacting taxes and changes to the federal Medicare program that would affect Medicare Supplement;
(3)
Market trends in the senior-aged health care industry that provide alternatives to traditional Medicare, such as health maintenance organizations (HMOs) and other managed care or private plans, and that could affect the sales of traditional Medicare Supplement insurance;
(4)
Interest rate changes that affect product sales and/or investment portfolio yield;
(5)
General economic, industry sector or individual debt issuers’ financial conditions that may affect the current market value of securities that we own, or that may impair issuers’ ability to pay interest due us on those securities;
(6)
Changes in pricing competition;
(7)
Litigation results;
(8)
Levels of administrative and operational efficiencies that differ from our assumptions;
(9)
Our inability to obtain timely and appropriate premium rate increases for health insurance policies due to regulatory delay;
(10)
The customer response to new products and marketing initiatives; and
(11)
Reported amounts in the consolidated financial statements which are based on our estimates and judgments which may differ from the actual amounts ultimately realized.

Readers are also directed to consider other risks and uncertainties described in our other documents on file with the Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Information required by this item is found under the heading Market Risk Sensitivity in Item 7 of this report.

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Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements Index
 
Page
 
 
 

50
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Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
To the shareholders and the Board of Directors of Torchmark Corporation (McKinney, Texas)


Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Torchmark Corporation and subsidiaries (“Torchmark”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Torchmark as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Torchmark’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2019 , expressed an unqualified opinion on Torchmark’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of Torchmark’s management. Our responsibility is to express an opinion on Torchmark’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Torchmark in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 2019

We have served as Torchmark’s auditor since 1999.


51
TMK 2018 FORM 10-K



TORCHMARK CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
 
December 31,
 
2018
 
2017
Assets:
 
 
 
Investments:
 
 
 
Fixed maturities—available for sale, at fair value (amortized cost: 2018—$15,753,471; 2017—$14,995,101)
$
16,297,932

 
$
16,969,325

Policy loans
550,066

 
529,529

Other long-term investments (includes: 2018—$108,241; 2017—$0, under the fair value option)
207,258

 
108,559

Short-term investments
63,288

 
127,071

Total investments
17,118,544

 
17,734,484

Cash
121,026

 
118,563

Accrued investment income
243,003

 
233,453

Other receivables
415,157

 
391,775

Deferred acquisition costs
4,137,925

 
3,958,063

Goodwill
441,591

 
441,591

Other assets
549,899

 
528,536

Assets related to discontinued operations
68,577

 
68,520

Total assets
$
23,095,722

 
$
23,474,985

Liabilities:
 
 
 
Future policy benefits
$
13,953,826

 
$
13,439,472

Unearned and advance premiums
61,208

 
61,430

Policy claims and other benefits payable
350,826

 
333,294

Other policyholders' funds
97,459

 
97,635

Total policy liabilities
14,463,319

 
13,931,831

Current and deferred income taxes payable
1,047,737

 
1,312,002

Other liabilities
453,270

 
489,609

Short-term debt
307,848

 
328,067

Long-term debt (estimated fair value: 2018—$1,384,455; 2017—$1,228,392)
1,357,185

 
1,132,201

Liabilities related to discontinued operations
51,186

 
49,854

Total liabilities
17,680,545

 
17,243,564

Commitments and Contingencies (Note 6)

 

Shareholders’ equity:
 
 
 
Preferred stock, par value $1 per share—5,000,000 shares authorized; outstanding: 0 in 2018 and 2017
—

 
—

Common stock, par value $1 per share—320,000,000 shares authorized; outstanding: (2018—121,218,183 issued; 2017—124,218,183 issued)
121,218

 
124,218

Additional paid-in capital
524,414

 
508,476

Accumulated other comprehensive income (loss)
319,475

 
1,424,274

Retained earnings
5,213,468

 
4,806,208

Treasury stock, at cost: (2018—10,525,147 shares; 2017—9,625,104 shares)
(763,398
)
 
(631,755
)
Total shareholders’ equity
5,415,177

 
6,231,421

Total liabilities and shareholders’ equity
$
23,095,722

 
$
23,474,985



See accompanying Notes to Consolidated Financial Statements.

52
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Table of Contents



TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
 
Year Ended December 31,
 
2018
 
2017
 
2016
Revenue:
 
 
 
 
 
Life premium
$
2,406,555

 
$
2,306,547

 
$
2,189,333

Health premium
1,015,339

 
976,373

 
947,663

Other premium
12

 
15

 
38

Total premium
3,421,906

 
3,282,935

 
3,137,034

 
 
 
 
 
 
Net investment income
882,512

 
847,885

 
806,903

Realized gains (losses)
(1,804
)
 
23,611

 
(10,683
)
Other income
1,137

 
1,142

 
1,375

Total revenue
4,303,751

 
4,155,573

 
3,934,629

 
 
 
 
 
 
Benefits and expenses:
 
 
 
 
 
Life policyholder benefits
1,591,790

 
1,558,261

 
1,479,272

Health policyholder benefits
649,188

 
633,778

 
612,725

Other policyholder benefits
34,264

 
35,836

 
36,751

Total policyholder benefits
2,275,242

 
2,227,875

 
2,128,748

 
 
 
 
 
 
Amortization of deferred acquisition costs
516,690

 
490,403

 
469,063

Commissions, premium taxes, and non-deferred acquisition costs
278,487

 
264,860

 
249,174

Other operating expense
279,585

 
257,255

 
232,064

Interest expense
90,076

 
84,532

 
83,345

Total benefits and expenses
3,440,080

 
3,324,925

 
3,162,394

 
 
 
 
 
 
Income before income taxes
863,671

 
830,648

 
772,235

Income tax benefit (expense)
(162,161
)
 
627,615

 
(232,645
)
Income from continuing operations
701,510

 
1,458,263

 
539,590

 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
Income (loss) from discontinued operations, net of tax
(44
)
 
(3,769
)
 
10,189

Net income
$
701,466

 
$
1,454,494

 
$
549,779

 
 
 
 
 
 
Basic net income (loss) per common share:
 
 
 
 
 
Continuing operations
$
6.22

 
$
12.53

 
$
4.50

Discontinued operations
—

 
(0.03
)
 
0.08

Total basic net income per common share
$
6.22

 
$
12.50

 
$
4.58

 
 
 
 
 
 
Diluted net income (loss) per common share:
 
 
 
 
 
Continuing operations
$
6.09

 
$
12.26

 
$
4.41

Discontinued operations
—

 
(0.04
)
 
0.08

Total diluted net income per common share
$
6.09

 
$
12.22

 
$
4.49

 
 

See accompanying Notes to Consolidated Financial Statements.

53
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Table of Contents



TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollar amounts in thousands) 
 
Year Ended December 31,
 
2018
 
2017
 
2016
Net income
$
701,466

 
$
1,454,494

 
$
549,779

 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
Unrealized gains (losses) on securities:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
(1,426,581
)
 
950,088

 
544,886

Reclassification adjustment for (gains) losses on securities included in net income
(5,715
)
 
(34,954
)
 
10,645

Reclassification adjustment for amortization of (discount) premium
3,957

 
(47
)
 
(4,185
)
Foreign exchange adjustment on securities recorded at fair value
(1,424
)
 
1,326

 
312

Unrealized gains (losses) on securities
(1,429,763
)
 
916,413

 
551,658

Unrealized gains (losses) on other investments:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
(5,155
)
 
5,008

 
2,503

Reclassification adjustment for (gains) losses included in net income
—

 
—

 
(360
)
Unrealized gains (losses) on other investments
(5,155
)
 
5,008

 
2,143

Total unrealized investment gains (losses)
(1,434,918
)
 
921,421

 
553,801

Less applicable (taxes) benefits
301,327

 
(322,553
)
 
(193,820
)
Unrealized gains (losses) on investments, net of tax
(1,133,591
)
 
598,868

 
359,981

 
 
 
 
 
 
Deferred acquisition costs:
 
 
 
 
 
Unrealized gains (losses) attributable to deferred acquisition costs
5,549

 
(538
)
 
(2,412
)
Less applicable (taxes) benefits
(1,165
)
 
188

 
845

Unrealized gains (losses) attributable to deferred acquisition costs, net of tax
4,384

 
(350
)
 
(1,567
)
 
 
 
 
 
 
Foreign exchange translation:
 
 
 
 
 
Foreign exchange translation adjustments, other than securities
(12,417
)
 
11,389

 
2,178

Less applicable (taxes) benefits
2,610

 
(2,937
)
 
(838
)
Foreign exchange translation adjustments, other than securities, net of tax
(9,807
)
 
8,452

 
1,340

 
 
 
 
 
 
Pension:
 
 
 
 
 
Pension adjustments:
 
 
 
 
 
Amortization of pension costs
15,095

 
12,436

 
10,168

Plan amendments
(2,377
)
 
—

 
—

Experience gain (loss)
30,591

 
(31,933
)
 
(31,902
)
Pension adjustments
43,309

 
(19,497
)
 
(21,734
)
Less applicable (taxes) benefits
(9,094
)
 
6,827

 
7,607

Pension adjustments, net of tax
34,215

 
(12,670
)
 
(14,127
)
 
 
 
 
 
 
Other comprehensive income (loss)
(1,104,799
)
 
594,300

 
345,627

Comprehensive income (loss)
$
(403,333
)
 
$
2,048,794

 
$
895,406

 


See accompanying Notes to Consolidated Financial Statements.

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Table of Contents



TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollar amounts in thousands, except per share data)  
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
 
Treasury
Stock
 
Total
Shareholders’
Equity
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
$
—

 
$
130,218

 
$
482,284

 
$
231,947

 
$
3,614,369

 
$
(403,266
)
 
$
4,055,552

Comprehensive income (loss)
—

 
—

 
—

 
345,627

 
549,779

 
—

 
895,406

Common dividends declared
($.56 per share)
—

 
—

 
—

 
—

 
(66,968
)
 
—

 
(66,968
)
Acquisition of treasury stock
—

 
—

 
—

 
—

 
—

 
(404,784
)
 
(404,784
)
Stock-based compensation
—

 
—

 
19,659

 
—

 
(2,224
)
 
8,891

 
26,326

Exercise of stock options
—

 
—

 
—

 
—

 
(53,845
)
 
115,174

 
61,329

Retirement of treasury stock
—

 
(3,000
)
 
(11,522
)
 
—

 
(150,313
)
 
164,835

 
—

Balance at December 31, 2016
—

 
127,218

 
490,421

 
577,574

 
3,890,798

 
(519,150
)
 
4,566,861

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
—

 
—

 
—

 
594,300

 
1,454,494

 
—

 
2,048,794

Common dividends declared
($.60 per share)
—

 
—

 
—

 
—

 
(69,494
)
 
—

 
(69,494
)
Acquisition of treasury stock
—

 
—

 
—

 
—

 
—

 
(412,989
)
 
(412,989
)
Stock-based compensation
—

 
—

 
30,190

 
—

 
(606
)
 
7,450

 
37,034

Exercise of stock options
—

 
—

 
—

 
—

 
(38,333
)
 
99,548

 
61,215

Reclassifications, Tax Reform
—

 
—

 
—

 
252,400

 
(252,400
)
 
—

 
—

Retirement of treasury stock
—

 
(3,000
)
 
(12,135
)
 
—

 
(178,251
)
 
193,386

 
—

Balance at December 31, 2017
—

 
124,218

 
508,476

 
1,424,274

 
4,806,208

 
(631,755
)
 
6,231,421

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
—

 
—

 
—

 
(1,104,799
)
 
701,466

 
—

 
(403,333
)
Common dividends declared
($.64 per share)
—

 
—

 
—

 
—

 
(71,941
)
 
—

 
(71,941
)
Acquisition of treasury stock
—

 
—

 
—

 
—

 
—

 
(421,749
)
 
(421,749
)
Stock-based compensation
—

 
—

 
28,836

 
—

 
(1,803
)
 
12,759

 
39,792

Exercise of stock options
—

 
—

 
—

 
—

 
(24,811
)
 
60,902

 
36,091

Adoption of ASU 2016-01 (1)
—

 
—

 
—

 
—

 
4,896

 
—

 
4,896

Retirement of treasury stock
—

 
(3,000
)
 
(12,898
)
 
—

 
(200,547
)
 
216,445

 
—

Balance at December 31, 2018
$
—

 
$
121,218

 
$
524,414

 
$
319,475

 
$
5,213,468

 
$
(763,398
)
 
$
5,415,177

(1)
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which primarily revises the classification and measurement of certain equity investments such that they will be measured at fair value through net income. Additionally, the guidance eliminates the cost method for certain partnerships and joint ventures and requires these types of investments to be accounted for under the fair value through net income or equity method. This standard became effective for the Company on January 1, 2018. See further discussion in Note 1—Significant Accounting Policies .










See accompanying Notes to Consolidated Financial Statements.

55
TMK 2018 FORM 10-K
Table of Contents



TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
 
Year Ended December 31,
 
2018
 
2017
 
2016
Net income
$
701,466

 
$
1,454,494

 
$
549,779

Adjustments to reconcile net income from continuing operations to cash provided from continuing operations:
 
 
 
 
 
Loss (income) from discontinued operations, net of income taxes
44

 
3,769

 
(10,189
)
Increase (decrease) in future policy benefits
664,997

 
687,407

 
645,844

Increase (decrease) in other policy benefits
17,134

 
31,784

 
24,668

Deferral of policy acquisition costs
(699,551
)
 
(660,134
)
 
(635,318
)
Amortization of deferred policy acquisition costs
516,690

 
490,403

 
469,063

Change in current and deferred income taxes
69,369

 
(700,660
)
 
152,210

Realized (gains) losses
1,804

 
(23,611
)
 
10,683

Other, net
4,463

 
67,933

 
20,079

Net cash provided from (used for) continuing operations
1,276,416

 
1,351,385

 
1,226,819

Net cash provided from (used for) discontinued operations
1,231

 
77,673

 
171,889

Cash provided from (used for) operating activities
1,277,647

 
1,429,058

 
1,398,708

 
 
 
 
 
 
Cash provided from (used for) investing activities:
 
 
 
 
 
Investments sold or matured:
 
 
 
 
 
Fixed maturities available for sale—sold
32,021

 
67,246

 
340,434

Fixed maturities available for sale—matured, called, and repaid
343,712

 
488,843

 
236,353

Other long-term investments
477

 
3,534

 
1,217

Total investments sold or matured
376,210

 
559,623

 
578,004

Acquisition of investments:
 
 
 
 
 
Fixed maturities—available for sale
(1,155,539
)
 
(1,314,609
)
 
(1,530,053
)
Other long-term investments
(93,631
)
 
(55,096
)
 
(20,444
)
Total investments acquired
(1,249,170
)
 
(1,369,705
)
 
(1,550,497
)
Net (increase) decrease in policy loans
(20,537
)
 
(21,554
)
 
(15,513
)
Net (increase) decrease in short-term investments
63,783

 
(55,031
)
 
(17,274
)
Additions to properties
(45,092
)
 
(20,285
)
 
(25,162
)
Sale of other assets
1,987

 
18

 
90

Investments in low-income housing interests
(23,404
)
 
(19,890
)
 
(32,084
)
Cash provided from (used for) investing activities
(896,223
)
 
(926,824
)
 
(1,062,436
)
 
 
 
 
 
 
Cash provided from (used for) financing activities:
 
 
 
 
 
Issuance of common stock
36,091

 
61,215

 
61,329

Cash dividends paid to shareholders
(71,421
)
 
(68,831
)
 
(66,931
)
Repayment of debt
(327,762
)
 
(126,875
)
 
(250,000
)
Proceeds from issuance of debt
550,000

 
125,000

 
400,000

Payment for debt issuance costs
(6,969
)
 
(1,661
)
 
(9,638
)
Net borrowing (repayment) of commercial paper
(22,719
)
 
61,092

 
22,224

Acquisition of treasury stock
(421,749
)
 
(412,989
)
 
(404,784
)
Net receipts (payments) from deposit-type product
(126,991
)
 
(90,932
)
 
(71,991
)
Cash provided from (used for) financing activities
(391,520
)
 
(453,981
)
 
(319,791
)
 
 
 
 
 
 
Effect of foreign exchange rate changes on cash
12,559

 
(5,853
)
 
(1,701
)
Increase (decrease) in cash
2,463

 
42,400

 
14,780

Cash at beginning of year
118,563

 
76,163

 
61,383

Cash at end of year
$
121,026


$
118,563


$
76,163




See accompanying Notes to Consolidated Financial Statements.

56
TMK 2018 FORM 10-K
Table of Contents



TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies
 
Business : Torchmark Corporation (Torchmark or alternatively, the Company) through its wholly-owned subsidiaries provides a variety of life and supplemental health insurance products and annuities to a broad base of customers. Torchmark is organized into four reportable segments: life insurance, health insurance, annuity, and investment.
 
Basis of Presentation : The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), under guidance issued by the Financial Accounting Standards Board (FASB). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Principles of Consolidation : The consolidated financial statements include the results of Torchmark and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. When Torchmark acquires a subsidiary or a block of business, the assets acquired and the liabilities assumed are measured at fair value at the acquisition date. Any excess of acquisition cost over the fair value of net assets is recorded as goodwill. Expenses incurred to effect the acquisition are charged to earnings as of the acquisition date. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date.
 
Torchmark accounts for its variable interest entities (VIEs) under accounting guidance which clarifies the definition of a variable interest and the instructions for consolidating VIEs. Only primary beneficiaries are required or allowed to consolidate VIEs. Therefore, a company may have voting control of a VIE, but if it is not the primary beneficiary, it is not permitted to consolidate the VIE. As further described under the caption Low-Income Housing Tax Credit Interests below in this note, Torchmark holds passive interests in limited partnerships which provide investment returns through the provision of tax benefits (principally from the transfer of federal or state tax credits related to federal low-income housing). These interests are considered to be VIEs. They are not consolidated because the Company has no power to control the activities that most significantly affect the economic performance of these entities and therefore the Company is not the primary beneficiary of any of these interests. Torchmark’s involvement is limited to its limited partnership interest in the entities. Torchmark has not provided any other financial support to the entities beyond its commitments to fund its limited partnership interests, and there are no arrangements or agreements with any of the interests to provide other financial support. The maximum loss exposure relative to these interests is limited to their carrying value.
 
Discontinued Operations : When a component of Torchmark’s business is sold or expected to be sold during the ensuing year, Torchmark considers whether the criteria of ASC 205-20, Discontinued Operations , have been met, which includes evaluating if the disposal of a component represents a strategic shift that has, or will have, a major effect on the Company. If the disposal meets the criteria for discontinued operations, the assets and liabilities are segregated and recorded in the Consolidated Balance Sheets as "Assets and Liabilities related to discontinued operations" for all periods presented. If the carrying amount of the business exceeds its estimated fair value, a loss is recognized. The results of operations for the discontinued component are reported in "Income from discontinued operations, net of tax" in the Consolidated Statements of Operations for current and prior periods. Discontinued operations are reported commencing in the period in which the business is either disposed of or meets the accounting criteria for discontinued operations, including any gain or loss recognized on the sale or adjustment of the carrying amount to the estimated fair value less cost to sell.

Torchmark sold one of its operating segments, Medicare Part D, during 2016. The financial results of this business are excluded from Torchmark's continuing operations including the Notes to the Consolidated Financial Statements .
 
Investments : Torchmark classifies all of its fixed maturity investments as available for sale. Investments classified as available for sale are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Policy loans are carried at unpaid principal balances. Other long-term investments include equity securities, real estate, commercial mortgage loan participations, and limited partnerships.

57
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

Investments in equity securities are reported at fair value with changes in fair value, net of deferred taxes, reflected directly in " Realized Gains (Losses)" in the Consolidated Statements of Operations . Investments in real estate are reported at cost less allowances for depreciation. Depreciation is calculated on the straight-line method. Investments in certain limited partnerships are accounted for using the fair value option and fluctuations in fair value are reported in " Realized Gains (Losses) ." Short-term investments include investments in interest-bearing assets with original maturities of twelve months or less. Gains and losses realized on the disposition of investments are determined on a specific identification basis.

Commercial mortgage loan participations, a type of investment where the mortgage loan is shared among investors, are accounted for as financing receivables. The commercial mortgage loan participations are managed by a third party. The Company purchased the legal rights to interests in commercial mortgage loans which are secured by properties such as hotels, retail, multiple family, or offices. The commercial mortgage loans typically have a term of three years with the option to extend up to two years. The commercial mortgages loans are recorded at unpaid principal balance, net of unamortized origination fees and net of allowance for loan losses, if applicable. Interest income, net of the amortization of origination fees, is recorded in "Net Investment Income" under the effective yield method. The Company evaluates the performance and credit quality of each individual commercial mortgage on a quarterly basis, or as needed, by utilizing common metrics such as loan-to-value and debt service coverage ratios as well as evaluating the fair value of the underlying collateral. The fair value of the underlying collateral is based on a third party appraisal of the property. The Company will also determine the probability of estimated losses for each commercial mortgage loan and record an allowance if conclusions are reached that collection of principal and interest are not probable. The allowance for loan losses are based on estimates, historical experience, probability of loss, value of the underlying collateral, and macro factors that affect the collectability of the loan. All assumptions are reviewed and updated as necessary.

Fair Value Measurements, Investments in Securities : Torchmark measures the fair value of its fixed maturities based on a hierarchy consisting of three levels which indicate the quality of the fair value measurements as described below:
 
•
Level 1— fair values are based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
•
Level 2— fair values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that can otherwise be corroborated by observable market data.
•
Level 3— fair values are based on inputs that are considered unobservable where there is little, if any, market activity for the asset or liability as of the measurement date. In this circumstance, the Company has to rely on values derived by independent brokers or internally-developed assumptions. Unobservable inputs are developed based on the best information available to the Company which may include the Company’s own data or bid and ask prices in the dealer market.

The great majority of Torchmark's fixed maturities are not actively traded and direct quotes are not generally available. Management therefore determines the fair values of these securities after consideration of data provided by third-party pricing services, independent broker/dealers, and other resources. At December 31, 2018 , Torchmark's investments in fixed maturities were primarily composed of the following significant security types: corporate securities, state and municipal securities, and U.S. government securities. The remaining security types represented less than 2% of the total in the aggregate.

Over 95% of the fair value reported at December 31, 2018 was determined using data provided by third-party pricing services. Prices provided by these services are not binding offers, but are estimated exit values. Third-party pricing services use proprietary pricing models to determine security values by discounting cash flows using a market-adjusted spread to a benchmark yield.

58
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

For all asset classes within Torchmark’s significant security types, third-party pricing services use a common valuation technique to model the price of the investments using observable market data. The foundation for these models consists of developing yield spreads based on multiple observable market inputs, including but not limited to: benchmark yield curves, actual trading activity, new issue yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, sector-specific data, economic data, and other inputs that are corroborated in the market. Pricing vendors monitor and review their pricing data continuously with current market and economic data feeds, augmented by ongoing communication within the dealer community.

Using the observable market inputs described above, spreads to an appropriate benchmark yield are further developed by the vendors for each security based on security-specific and/or sector-specific risk factors, such as a security’s terms and conditions (coupon, maturity, and call features), credit rating, sector, liquidity, collateral or other cash flow options, and other factors that could impact the risk of the security. Embedded repayment options, such as call and redemption features, are also taken into account in the pricing models. When the spread is determined, it is added to the security’s benchmark yield. The security's expected cash flows are discounted using this spread-adjusted yield, and the resulting present value of the discounted cash flows is the evaluated price.

When third-party vendor prices are not available, the Company attempts to obtain valuations from other sources, including but not limited to broker/dealers, broker quotes, and prices on comparable securities.

When valuations have been obtained for all securities in the portfolio, management reviews and analyzes the prices to ensure their reasonableness, taking into account available observable information. When two or more valuations are available for a security and the variance between the prices is 10% or less, the close correlation suggests similar observable inputs were used in deriving the price, and the mean of the prices is used. Securities valued in this manner are classified as Level 2. When the variance between two or more valuations for a security exceeds 10%, additional analysis is performed to determine the most appropriate value for that security, using resources such as broker quotes, prices on comparable securities, recent trades, and any other observable market data. Further review is performed on the available valuations to determine if they can be corroborated within reasonable tolerance to any other observable evidence. If one of the valuations or the mean of the available valuations for a security can be corroborated with other observable evidence, then the corroborated value is used and reported as Level 2. The Company uses information and analytical techniques deemed appropriate for determining the point within the range of reasonable fair value estimates that is most representative of fair value under current market conditions. Valuations that cannot be corroborated within a reasonable tolerance are classified as Level 3.

Torchmark invests in a portfolio of private placement fixed maturities that are not actively traded. This portfolio is managed by third parties. The portfolio managers provide valuations for the bonds based on a pricing matrix utilizing observable inputs, such as the benchmark treasury rate and published sector indices, and unobservable inputs such as an internally-developed credit rating. If they cannot be corroborated, the fair values are classified as Level 3.

The fair values for each class of security and by valuation hierarchy level are indicated in Note 4—Investments under the caption Fair value measurements and Note 9—Postretirement Benefits under the caption Pension Plans .
 
Fair Value Measurements, Other Financial Instruments : Fair values for cash, short-term investments, short-term debt, commercial mortgage loan participations, limited partnerships, receivables, and payables approximate carrying value. Fair values of mortgage loans are determined based upon expected cash flows discounted at an appropriate risk-adjusted rate. The fair value of investments in limited partnerships that provide low-income housing tax credits is based on discounted projected cash flows. The commercial mortgage loan participations and the limited partnerships are classified as level 3. Policy loans are an integral part of Torchmark’s subsidiaries’ life insurance policies in force and their fair values cannot be valued separately and apart from the insurance contracts.

The fair values of Torchmark’s long-term debt issues are based on the same methodology as investments in fixed maturities. At December 31, 2018 , observable inputs were available for these debt securities and as such were classified

59
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

as Level 2 in the valuation hierarchy. The fair value for each debt instrument as of December 31, 2018 is disclosed in Note 11—Debt .
 
As described in Note 9—Postretirement Benefits , Torchmark maintains a nonqualified supplemental retirement plan. Therefore the assets, that support the liability for this plan, are considered general assets of the Company. These assets consist of the cash value of corporate-owned life insurance policies (COLI) and exchange traded funds (ETFs). The fair value of the insurance cash values approximates carrying value. Fair values for the ETFs are derived from direct quotes and are considered Level 1 in the valuation hierarchy.
 
Impairment of Investments : Torchmark’s portfolio of fixed maturities fluctuates in value due to changes in interest rates in the financial markets as well as other factors. Fluctuations caused by market interest rate changes have little bearing on whether or not the investment will be ultimately recoverable. Therefore, Torchmark considers these declines in value resulting from changes in market interest rates to be temporary. In certain circumstances, however, Torchmark determines that the decline in the value of a security is other-than-temporary and writes the book value of the security down to its fair value, realizing an investment loss. The evaluation of Torchmark’s securities for other-than-temporary impairments is a process that is undertaken at least quarterly and is overseen by a team of investment and accounting professionals. Each security, which is impaired because the fair value is less than the cost or amortized cost, is identified and evaluated. The determination that an impairment is other-than-temporary is highly subjective and involves the careful consideration of many factors. Among the factors considered are:
 
•
The length of time and extent to which the security has been impaired
•
The reason(s) for the impairment
•
The financial condition of the issuer and the prospects for recovery in fair value of the security
•
The Company’s ability and intent to hold the security until anticipated recovery
•
Expected future cash flows

The relative weight given to each of these factors can change over time as facts and circumstances change. In many cases, management believes it is appropriate to give relatively more weight to prospective factors than to retrospective factors. Prospective factors that are given more weight include prospects for recovery, the Company’s ability and intent to hold the security until anticipated recovery, and expected future cash flows.
 
Among the facts and information considered in the process are:

•
Financial statements of the issuer
•
Changes in credit ratings of the issuer
•
The value of underlying collateral
•
News and information included in press releases issued by the issuer
•
News and information reported in the media concerning the issuer
•
News and information published by or otherwise provided by securities, economic, or research analysts
•
The nature and amount of recent and expected future sources and uses of cash
•
Default on a required payment
•
Issuer bankruptcy filings

While all available information is taken into account, it is difficult to predict the ultimate recoverable amount of a distressed or impaired security. If a security is determined to be other-than-temporarily impaired, the cost basis of the

60
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

security is written down to fair value and is treated as a realized loss in the period the determination is made. The written-down security will be amortized and revenue recognized in accordance with estimated future cash flows.

Current accounting guidance is such that if an entity intends to sell or if it is more likely than not that it will be required to sell an impaired security prior to recovery of its cost basis, the security is to be considered other-than-temporarily impaired and the full amount of impairment must be charged to earnings. Otherwise, losses on fixed maturities which are other-than-temporarily impaired are separated into two categories, the portion of loss which is considered credit loss and the portion of loss which is due to other factors. The credit loss portion is charged to earnings while the loss due to other factors is charged to other comprehensive income. The credit loss portion of an impairment is determined as the difference between the security’s amortized cost and the present value of expected future cash flows discounted at the security’s original effective yield rate. The temporary portion is the difference between this present value of expected future cash flows and fair value (as discounted by a market yield). The expected cash flows are determined using judgment and the best information available to the Company. Inputs used to derive expected cash flows include expected default rates, current levels of subordination, and loan-to-collateral value ratios.
 
Cash : Cash consists of balances on hand and on deposit in banks and financial institutions.

Accrued investment income : Accrued investment income consists of interest income or dividends earned on the investment portfolio, but are yet to be received as of the balance sheet date. The Company will write-off accrued investment income that is deemed to be uncollectible.

Other Receivables : Other receivables consist mostly of agent debit balances that primarily represent commissions advanced to insurance agents. These balances are repaid to the Company over time as the premiums associated with the advanced commissions are collected by the Company and the agents' commissions on such premiums are retained. The balances were $396 million and $378 million at December 31, 2018 and 2017 , respectively. Management believes these balances are recoverable as they are less than the estimated present value of future commissions.

Deferred Acquisition Costs : Certain costs of acquiring new insurance business are deferred and recorded as an asset. These costs are essential for the acquisition of new insurance business and are directly related to the successful issuance of an insurance contract including sales commissions, policy issue costs, and underwriting costs. Additionally, deferred acquisition costs (DAC) include the value of business acquired (VOBA), which are the costs of acquiring blocks of insurance from other companies or through the acquisition of other companies. These costs represent the difference between the fair value of the contractual insurance assets acquired and liabilities assumed compared against the assets and liabilities for insurance contracts that the Company issues or holds measured in accordance with GAAP.

DAC and VOBA are amortized in a systematic manner which matches these costs with the associated revenues. Policies other than universal life-type policies are amortized with interest over the estimated premium-paying period of the policies in a manner which charges each year’s operations in proportion to the receipt of premium income. Universal life-type policies are amortized with interest in proportion to estimated gross profits. The assumptions used to amortize acquisition costs include interest, mortality, morbidity, and persistency, and are consistent with those used to estimate the liability for future policy benefits. For interest-sensitive and deposit-balance type products, these assumptions are reviewed on a regular basis and are revised if actual experience differs significantly from original expectations. For all other products, amortization assumptions are generally not revised once established.

DAC and VOBA are subject to periodic recoverability and loss recognition testing to determine if there is a premium deficiency. These tests evaluate whether the present value of future contract-related cash flows will support the capitalized DAC and VOBA assets. These cash flows consist primarily of premium income, less benefits and expenses taking inflation into account. The present value of these cash flows, less the benefit reserve, is then compared with the unamortized deferred acquisition cost balance. In the event the estimated present value of net cash flows is less, the deficiency would be recognized by a charge to earnings and either a reduction of unamortized acquisition costs or an increase in the liability for future benefits, as described under the caption Future Policy Benefits .


61
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

Advertising Costs : Costs related to advertising are generally charged to expense as incurred. However, certain Globe Life Direct Response advertising costs are capitalized when there is a reliable and demonstrated relationship between total costs and future benefits that is a direct result of incurring these costs. Globe Life Direct Response advertising costs consist primarily of the production and distribution costs of direct mail advertising materials, and when capitalized are included as a component of DAC. They are amortized in the same manner as other DAC. Globe Life Direct Response advertising costs charged to earnings and included in other operating expense were $9.0 million , $9.3 million , and $9.3 million in 2018 , 2017 , and 2016 , respectively. At December 31, 2018 , unamortized capitalized advertising costs included within DAC were $1.3 billion at December 31, 2018 and $1.3 billion at December 31, 2017 .

Goodwill : The excess cost of a business acquired over the fair value of net assets acquired is reported as goodwill. Goodwill is subject to impairment testing in accordance with GAAP on an annual basis, or whenever potential impairment triggers occur. The Company may perform a qualitative analysis under certain circumstances, or perform a two-step quantitative analysis. In the qualitative analysis, the Company determines if it is more likely than not that the fair value of a reporting unit is less than its carrying amount by assessing current events and circumstances. If there are factors present indicating potential impairment, the Company would proceed to the two-step quantitative analysis.

In the two-step quantitative analysis, the Company utilizes two approaches, income and market, to determine the fair value of each reporting unit. In the income approach, judgment and assumptions are used in developing the projected cash flows for the reporting units, and such estimates are subject to change. The Company also exercises judgment in the determination of the discount rate as management believes this to be appropriate for the risk associated with the cash flow expectations. In the market approach, the Company utilizes the share price and a control premium based on businesses with similar assets to determine a fair value. In both cases, the fair value of each reporting unit is then measured against that reporting unit’s corresponding carrying value. In the event the fair value is less than the carrying value, further testing is required under the accounting guidance to determine the amount of impairment, if any. If there is an impairment in the goodwill of any reporting unit, it is written down and charged to earnings in the period of the test.

Torchmark tested its goodwill annually as of June 30th in each of the years 2016 through 2018 . Torchmark’s goodwill was not impaired in any of those periods.

Low-Income Housing Tax Credit Interests : Torchmark invests in limited partnerships that provide low-income housing tax credits and other related federal income tax benefits to Torchmark. The carrying value of Torchmark’s investment in these entities was $226 million and $228 million at December 31, 2018 and 2017 , respectively and was included in "Other assets" on the Consolidated Balance Sheets. As of December 31, 2018 , Torchmark was obligated under future commitments of $51 million , which are recorded in "Other liabilities". For guaranteed investments acquired prior to January 1, 2015, the Company utilizes the effective-yield method of amortization, while the proportional method of amortization is utilized for all non-guaranteed and guaranteed investments acquired on or after January 1, 2015. All amortization expense is recorded in "Income tax benefit (expense)" on the Consolidated Statements of Operations .

Property and Equipment : Property and equipment, included in “Other assets,” is reported at cost less allowances for depreciation. Depreciation is recorded primarily on the straight line method over the estimated useful lives of these assets which range from three to five years for equipment and ten to forty years for buildings and improvements. Ordinary maintenance and repairs are charged to income as incurred. Impairments, if any, are recorded when certain events and circumstances become evident that the fair value of the asset is less than its carrying amount. Original cost of property and equipment was $256 million at December 31, 2018 and $217 million at December 31, 2017 . Accumulated depreciation was $121 million at year end 2018 and $109 million at the end of 2017 . Depreciation expense was $13 million in 2018 , $11 million in 2017 , and $10 million in 2016 . Internally generated software costs are expensed as incurred in the preliminary project phase and post-implementation phase, and are capitalized during the application development stage.

Future Policy Benefits : The liability for future policy benefits for annuity and universal life-type products is represented by policy account value. The liability for future policy benefits for all other life and health products, approximately 88%

62
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

of total liabilities for future policy benefits, is determined on the net level premium method. This method provides for the present value of expected future benefit payments less the present value of expected future net premiums, based on estimated investment yields, mortality, morbidity, persistency, and other assumptions which were considered appropriate at the time the policies were issued. For limited-payment contracts, a deferred profit liability is also recorded which causes profits to emerge over the life of the contract in proportion to policies in force.

Assumptions used for traditional life and health insurance products are based primarily on Company experience. Assumptions for interest rates range from 2.5% to 7.0% for Torchmark’s insurance companies with an overall weighted average assumed rate of 5.7% . Mortality tables used for individual life insurance include various statutory tables and modifications of a variety of generally accepted actuarial tables. Morbidity assumptions for individual health are based on Company experience and industry data. Withdrawal and termination assumptions are based on Torchmark’s experience. Once established, assumptions for these products are generally not changed. An additional provision is made on most products to allow for possible adverse deviation from the assumptions. These estimates are reviewed annually and compared with actual experience. If it is determined that existing contract liabilities, together with the present value of future gross premiums, will not be sufficient to cover the present value of future benefits and to recover unamortized deferred acquisition costs, then a premium deficiency exists. Such a deficiency would be recognized immediately by a charge to earnings and either a reduction of unamortized deferred acquisition costs or an increase in the liability for future policy benefits. From that point forward, the liability for future policy benefits would be based on revised assumptions.

Policy Claims and Other Benefits Payable : Torchmark establishes a liability for known policy benefits payable and an estimate of claims that have been incurred but not yet reported to the Company. Torchmark makes an estimate of unreported claims after careful evaluation of all information available to the Company. This estimate is based on prior experience and is reviewed quarterly. However, there is no certainty the stated liability for claims and other benefits, including the estimate of unsubmitted claims, will be Torchmark’s ultimate obligation. See Note 7—Liability for Unpaid Claims for disclosures.

Income Taxes : Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement book values and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
On December 22, 2017, the Tax Cuts and Jobs Act (Tax Legislation) was enacted into law which changed existing tax law, including a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018. In 2017, the Company recorded $874 million in net income, primarily as a result of remeasuring its deferred assets and liabilities using the lower corporate tax rate as of the date of enactment. In the fourth quarter of 2018, the Company completed its analysis of the tax legislation and recorded an additional $798 thousand adjustment related to the remeasurement of the deferred tax assets and liabilities based on the 21% rate. More information concerning income taxes is provided in Note 8—Income Taxes .

Postretirement Benefits : Torchmark accounts for its postretirement defined benefit plans by recognizing the funded status of those plans on its Consolidated Balance Sheets in accordance with accounting guidance. Periodic gains and losses attributable to changes in plan assets and liabilities that are not recognized as components of net periodic benefit costs are recognized as components of other comprehensive income, net of tax. More information concerning the accounting and disclosures for postretirement benefits is found in Note 9—Postretirement Benefits .

Treasury Stock : Torchmark accounts for purchases of treasury stock on the cost method. Issuance of treasury stock is accounted for using the weighted-average cost method. More information is found in Note 12—Shareholders' Equity .


63
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

Recognition of Premium Revenue and Related Expenses : Premium income for traditional long-duration life and health insurance products is recognized evenly over the contract period and when due from the policyholder. Premiums for short-duration health contracts are recognized as revenue over the contract period in proportion to the insurance protection provided. Premiums for universal life-type and annuity contracts are added to the policy account value, and revenues for such products are recognized as charges to the policy account value for mortality, administration, and surrenders (retrospective deposit method). Life premium includes policy charges of $16 million , $17 million , and $18 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Other premium consists of annuity policy charges in each year. For most insurance products, the related benefits and expenses are matched with revenues by means of the provision of future policy benefits and the amortization of DAC in a manner which recognizes profits as they are earned over the revenue recognition period. For limited-payment life insurance products, the profits are recognized over the contract period.
 
Stock-Based Compensation : Torchmark accounts for stock-based compensation by recognizing an expense in the consolidated financial statements based on the “fair value method.” The fair value method requires that a fair value be assigned to a stock option or other stock grant on its grant date and that this value be amortized over the grantees’ service period.
 
The fair value method requires the use of an option valuation model to value employee stock options. Torchmark has elected to use the Black-Scholes valuation model for option expensing. A summary of assumptions for options granted in each of the three years 2016 through 2018 is as follows:
 
2018
 
2017
 
2016
Volatility factor
13.7
%
 
14.8
%
 
19.2
%
Dividend yield
0.7
%
 
0.7
%
 
1.1
%
Expected term (in years)
5.76

 
5.71

 
5.78

Risk-free rate
2.7
%
 
2.0
%
 
1.3
%

The expected term is generally derived from Company experience. However, expected terms are determined based on the simplified method as permitted under the ASC 718 Stock Compensation topic when Company experience is insufficient. The Torchmark Corporation 2011 Incentive Plan replaced all previous plans and allows for option grants for employees with a ten -year contractual term which vest over five years in addition to seven -year grants which vest over three years as permitted by the previous plans. Director grants vest over six months. The Company has sufficient experience with seven -year grants that vest in three years, but insufficient historical experience with five -year vesting. Therefore, Torchmark has used the simplified method to determine the expected term for the ten -year grants with five -year vesting and will do so until adequate experience is developed. Volatility and risk-free interest rates are assumed over a period of time consistent with the expected term of the option. Volatility is measured on a historical basis. Monthly data points are utilized to derive volatility for periods greater than three years. Expected dividend yield is based on current dividend yield held constant over the expected term. Once the fair value of an option has been determined, it is amortized on a straight-line basis over the employee’s service period for that grant (from the grant date to the date the grant is fully vested). Expenses for restricted stock and restricted stock units are based on the grant date fair value allocated on a straight-line basis over the service period. Performance share expense is recognized based on management’s estimate of the probability of meeting the metrics identified in the performance share award agreement, assigned to each service period as these estimates develop. On April 26, 2018, the shareholders approved of the Torchmark Corporation 2018 Incentive Plan. No awards related to this plan were issued as of December 31, 2018. The 2018 Incentive Plan replaced all previous plans.
 
Torchmark management views all stock-based compensation expense as a corporate or Parent Company expense and, therefore, presents it as such in its segment analysis (See Note 14—Business Segments ). It is included in “Other operating expense” in the Consolidated Statements of Operations .
  
Earnings per Share : Torchmark presents basic and diluted earnings per common share (EPS) on the face of the Consolidated Statements of Operations for income from continuing operations and income from discontinued

64
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or contracts, such as stock options, which could be exercised or converted into common shares. For more information on earnings per share, see Note 12—Shareholders’ Equity .  
Accounting Pronouncements Adopted in the Current Year
Standard
 
Description
 
Effective date
 
Effect on the consolidated financial statements
ASU No. 2016-01 , Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
 
This ASU primarily revises the classification and measurement of certain equity investments such that they will be measured at fair value through net income. Additionally, the guidance eliminates the cost method for partnerships and joint ventures and requires these types of investments to be accounted for under the fair value through net income or equity method.
 
This standard became effective for the Company on January 1, 2018.

 
On January 1, 2018, the Company adopted this standard on a modified retrospective basis for two types of investments: equity securities and certain limited partnerships. The adoption resulted in a $4.9 million after-tax positive adjustment to the opening balance of retained earnings. Subsequent to the adoption, the Company elected to measure its investment in certain limited partnerships at fair value in accordance with the fair value option for financial instruments with changes recognized in "Realized Gains (Losses)" in the Consolidated Statements of Operations . As of December 31, 2018, the fair value balance of the limited partnerships was $108 million. See Note 4—Investments  for further discussion.
ASU No. 2016-15 , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
 
This ASU provided uniformity in the classification of cash receipts and payments recorded in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, and proceeds from the settlement of insurance claims.
 
This standard became effective on January 1, 2018.
 
This standard did not have a material impact to the classification on the Consolidated Statement of Cash Flows .
ASU No. 2017-07 , Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
 
This standard was issued to simplify the reporting of pension costs by disaggregating the service-cost component from the other components of net benefit costs and reporting it separately on the income statement. The service-cost component is the only component of net benefit cost that will be eligible for capitalization.
 
This standard became effective on January 1, 2018 with a retrospective transition method for separation of net benefit costs and a prospective transition method for the capitalization of service costs.
 
For the twelve months ended December 31, 2018, the Company recorded $3.1 million in additional expense to the 2018   Consolidated Statements of Operations   due to the elimination of the ability to capitalize a portion of the benefit costs. There was no impact to the Consolidated Statements of Operations  in regards to separately reporting expenses as the Company reports all costs on one line item (Other Operating Expenses). See Note 9—Postretirement benefits.


65
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

Accounting Pronouncements Yet to be Adopted
Standard
 
Description
 
Effective date
 
Effect on the consolidated financial statements
ASU No. 2016-02/2018-11 ,  Leases (Topic 842), with clarification guidance issued in July 2018.
 
The standard requires lessees to record a right-of-use asset and corresponding lease liability on the balance sheet for all operating leases that do not qualify for the practical expedients allowed for in this standard. Additional qualitative and quantitative disclosures will be required.
 
This standard will become effective for the Company beginning January 1, 2019.
 
The Company plans to adopt the optional transition method allowed for under ASU 2018-11 by not restating comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings on the period of adoption. The Company does not have any significant lessor contracts.
In 2018, the Company completed and implemented appropriate solutions to identify and quantify applicable operating leases in accordance with this standard. Based on our analysis, this standard has an immaterial impact to the consolidated financial statements. Refer to Note 6—Commitments and Contingencies  for consideration of the noncancelable operating lease commitments.
ASU No. 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
 
This standard provides financial statement users with more decision-useful information about the expected credit losses on financial instruments as well as to change the loss impairment methodology for available-for-sale debt securities by use of an allowance rather than a direct write-down.
 
This standard will become effective on January 1, 2020. The applicable section of the standard related to debt securities requires a prospective transition.
 
The Company is in the process of determining the impact this guidance will have on the consolidated financial statements.

ASU No. 2017-08 , Receivables—Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities
 
This guidance was issued to shorten the amortization period for certain callable debt securities held at a premium. The guidance requires the premium to be amortized to the earliest call date.
 
This standard will become effective on January 1, 2019 with early adoption permitted, including during interim periods. The adoption is to be applied on a modified retrospective basis through an adjustment to retained earnings.
 
This adoption did not have a material impact on the consolidated financial statements as of January 1, 2019.
ASU No. 2018-12 , 
Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts
 
The guidance was primarily issued to 1) improve the timeliness of recognizing changes in the liability for future policy benefits and modify the rate used to discount future cash flows, 2) simplify and improve the accounting for certain market-based options or guarantees associated with deposit (or account balance) contracts, 3) simplify the amortization of deferred acquisition costs, and 4) improve the effectiveness of the required disclosures.
 
This standard is effective beginning January 1, 2021, and should be applied on a retrospective basis. Early adoption of the amendments is permitted.
 
ASU 2018-12 will require changes to the Company's actuarial systems and data inputs related to the valuation of the future policy benefits. The Company is in the process of evaluating the impact this guidance will have on the consolidated financial statements and cannot reasonably estimate such impact at this time.

66
TMK 2018 FORM 10-K

TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 1—Significant Accounting Policies (continued)

Accounting Pronouncements Yet to be Adopted (continued)
Standard
 
Description
 
Effective date
 
Effect on the consolidated financial statements
ASU No. 2018-13 , 
Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement
 
The amendment modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures.
 
The revised standard is effective beginning January 1, 2020. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. Early adoption is permitted.
 
The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
ASU No. 2018-14 , Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20), Changes to the Disclosure Requirements for Defined Benefit Plans.
 
The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant.
 
This standard is effective beginning January 1, 2021, and will be applied retrospectively. Early adoption is permitted.
 
The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
ASU No. 2018-15 , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract
 
The guidance was issued to align the accounting for implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software. Accordingly, the standard requires the capitalization of implementation costs incurred in a hosting arrangement that is a service contract, similar to the treatment for developed or obtained internal-use software.
 
The guidance is effective beginning January 1, 2020, and the Company plans to apply the standards on a prospective basis. Early adoption of the amendments is also permitted.
 
The Company is in the process of determining the impact this guidance will have on the consolidated financial statements.








67
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 2—Statutory Accounting

Life insurance subsidiaries of Torchmark are required to file statutory financial statements with state insurance regulatory authorities. Accounting principles used to prepare these statutory financial statements differ from GAAP. Consolidated net income and shareholders’ equity (capital and surplus) on a statutory basis for the insurance subsidiaries were as follows:
 
Net Income
 
Shareholders’ Equity
 
Year Ended December 31,
 
At December 31,
 
2018
 
2017
 
2016
 
2018
 
2017
Life insurance subsidiaries
$
437,549

 
$
426,285

 
$
429,563

 
$
1,443,156

 
$
1,254,875

 
The excess, if any, of shareholder’s equity of the insurance subsidiaries on a GAAP basis over that determined on a statutory basis is not available for distribution by the insurance subsidiaries to Torchmark without regulatory approval. Insurance subsidiaries’ statutory capital and surplus necessary to satisfy regulatory requirements in the aggregate was $499 million at December 31, 2018 . More information on the restrictions on the payment of dividends can be found in Note 12—Shareholders’ Equity .
 
Torchmark’s statutory financial statements are presented on the basis of accounting practices prescribed by the insurance department of the state of domicile of each insurance subsidiary. While all states have adopted the National Association of Insurance Commissioners’ (NAIC) statutory accounting practices (NAIC SAP) as the basis for statutory accounting, certain states have retained prescribed practices of their respective insurance code or administrative code which can differ from NAIC SAP. For Torchmark’s life insurance companies, there are no significant differences between NAIC SAP and the accounting practices prescribed by the states of domicile.

68
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income

An analysis in the change in balance by component of Accumulated Other Comprehensive Income is as follows for each of the years 2016 through 2018 .
 
Components of Accumulated Other Comprehensive Income
 
Available
for Sale
Assets
 
Deferred
Acquisition
Costs
 
Foreign
Exchange
 
Pension
Adjustments
 
Total
For the year ended December 31, 2016:
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
$
332,333

 
$
(5,115
)
 
$
3,627

 
$
(98,898
)
 
$
231,947

Other comprehensive income (loss) before reclassifications, net of tax
356,016

 
(1,567
)
 
1,340

 
(20,736
)
 
335,053

Reclassifications, net of tax
3,965

 
—

 
—

 
6,609

 
10,574

Other comprehensive income (loss)
359,981

 
(1,567
)
 
1,340

 
(14,127
)
 
345,627

Balance at December 31, 2016
692,314

 
(6,682
)
 
4,967

 
(113,025
)
 
577,574

 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2017:
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss) before reclassifications, net of tax
621,619

 
(350
)
 
8,452

 
(20,753
)
 
608,968

Reclassifications, net of tax
(22,751
)
 
—

 
—

 
8,083

 
(14,668
)
Other comprehensive income (loss)
598,868

 
(350
)
 
8,452

 
(12,670
)
 
594,300

Reclassifications, Tax reform
278,107

 
(1,515
)
 
2,883

 
(27,075
)
 
252,400

Balance at December 31, 2017
1,569,289

 
(8,547
)
 
16,302

 
(152,770
)
 
1,424,274

 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2018:
 

 
 

 
 

 
 

 
 

Other comprehensive income (loss) before reclassifications, net of tax
(1,132,202
)
 
4,384

 
(9,807
)
 
22,290

 
(1,115,335
)
Reclassifications, net of tax
(1,389
)
 
—

 
—

 
11,925

 
10,536

Other comprehensive income (loss)
(1,133,591
)
 
4,384

 
(9,807
)
 
34,215

 
(1,104,799
)
Balance at December 31, 2018
$
435,698

 
$
(4,163
)
 
$
6,495

 
$
(118,555
)
 
$
319,475

 



69
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income (continued)


Reclassification adjustments out of Accumulated Other Comprehensive Income are presented below for each of the years 2016 through 2018 .
 
Reclassification Adjustments
 
 
Year Ended December 31,
 
 
Component Line Item
 
2018
 
2017
 
2016
 
Affected line items in the
Statement of Operations
Unrealized gains (losses) on available for sale assets:
 
 
 
 
 
 
 
 
Realized (gains) losses
 
$
(5,715
)
 
$
(34,954
)
 
$
10,285

 
Realized investment gains (losses)
Amortization of (discount) premium
 
3,957

 
(47
)
 
(4,185
)
 
Net investment income
Total before tax
 
(1,758
)
 
(35,001
)
 
6,100

 
 
Tax
 
369

 
12,250

 
(2,135
)
 
Income taxes
Total after tax
 
(1,389
)
 
(22,751
)
 
3,965

 
 
 
 
 
 
 
 
 
 
 
Pension adjustments:
 
 
 
 
 
 
 
 
Amortization of prior service cost
 
535

 
476

 
477

 
Other operating expenses
Amortization of actuarial (gain) loss
 
14,560

 
11,960

 
9,691

 
Other operating expenses
Total before tax
 
15,095

 
12,436

 
10,168

 
 
Tax
 
(3,170
)
 
(4,353
)
 
(3,559
)
 
Income taxes
Total after tax
 
11,925

 
8,083

 
6,609

 
 
Total reclassifications (after tax)
 
$
10,536

 
$
(14,668
)
 
$
10,574

 
 


70
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 4—Investments

Portfolio Composition : Summaries of fixed maturities available for sale by cost or amortized cost and estimated fair value at December 31, 2018 and 2017 are as follows. Redeemable preferred stock is included within the corporates by sector.
 
At December 31, 2018
 
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value (1)
 
% of Total
Fixed
Maturities (2)
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
390,351

 
$
5,104

 
$
(2,787
)
 
$
392,668

 
2
States, municipalities, and political subdivisions
1,354,810

 
83,600

 
(1,750
)
 
1,436,660

 
9
Foreign governments
19,006

 
1,810

 
—

 
20,816

 
—
Corporates, by sector:
 
 
 
 
 
 
 
 
 
Financial
3,759,768

 
262,875

 
(87,515
)
 
3,935,128

 
24
Utilities
1,989,506

 
217,846

 
(24,399
)
 
2,182,953

 
13
Energy
1,652,700

 
93,880

 
(62,371
)
 
1,684,209

 
10
Other corporate sectors
6,382,707

 
283,524

 
(242,509
)
 
6,423,722

 
40
Total corporates
13,784,681

 
858,125

 
(416,794
)
 
14,226,012

 
87
Collateralized debt obligations
57,769

 
22,014

 
(6,414
)
 
73,369

 
1
Other asset-backed securities
146,854

 
2,187

 
(634
)
 
148,407

 
1
Total fixed maturities
$
15,753,471

 
$
972,840

 
$
(428,379
)
 
$
16,297,932

 
100
(1)
Amount reported in the balance sheet.
(2)
At fair value.

 
At December 31, 2017
 
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value (1)
 
% of Total
Fixed
Maturities (2)
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
390,646

 
$
18,173

 
$
(1,373
)
 
$
407,446

 
2
States, municipalities, and political subdivisions
1,091,960

 
127,890

 
(135
)
 
1,219,715

 
7
Foreign governments
20,236

 
1,782

 
—

 
22,018

 
—
Corporates, by sector:
 
 
 
 
 
 
 
 
 
Financial
3,619,147

 
538,853

 
(26,119
)
 
4,131,881

 
25
Utilities
1,984,290

 
371,538

 
(1,395
)
 
2,354,433

 
14
Energy
1,619,349

 
226,140

 
(25,392
)
 
1,820,097

 
11
Other corporate sectors
6,065,803

 
747,612

 
(20,616
)
 
6,792,799

 
40
Total corporates
13,288,589

 
1,884,143

 
(73,522
)
 
15,099,210

 
90
Collateralized debt obligations
59,150

 
20,084

 
(7,653
)
 
71,581

 
—
Other asset-backed securities
144,520

 
4,835

 
—

 
149,355

 
1
Total fixed maturities
$
14,995,101

 
$
2,056,907

 
$
(82,683
)
 
$
16,969,325

 
100
(1)
Amount reported in the balance sheet.
(2)
At fair value.

71
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Securities, cash, and short-term investments held on deposit with various state and federal regulatory authorities had an amortized cost and fair value, respectively, of $712 million and $763 million at December 31, 2018 and $657 million and $753 million at December 31, 2017 .

A schedule of fixed maturities available for sale by contractual maturity date at December 31, 2018 is shown below on an amortized cost basis and on a fair value basis. Actual disposition dates could differ from contractual maturities due to call or prepayment provisions.
 
At December 31, 2018
 
Amortized
Cost
 
Fair
Value
Fixed maturities available for sale:
 
 
 
Due in one year or less
$
190,025

 
$
192,792

Due after one year through five years
631,833

 
656,317

Due after five years through ten years
1,680,184

 
1,811,532

Due after ten years through twenty years
5,090,608

 
5,516,103

Due after twenty years
7,955,528

 
7,898,702

Mortgage-backed and asset-backed securities
205,293

 
222,486


$
15,753,471

 
$
16,297,932

 
Analysis of investment operations : Net investment income is summarized as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Fixed maturities available for sale
$
843,510

 
$
817,213

 
$
778,912

Policy loans
41,359

 
39,578

 
38,436

Other long-term investments
10,638

 
4,991

 
2,786

Short-term investments
2,642

 
948

 
447

 
898,149

 
862,730

 
820,581

Less investment expense
(15,637
)
 
(14,845
)
 
(13,678
)
Net investment income
$
882,512

 
$
847,885

 
$
806,903




72
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

An analysis of realized gains (losses) is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Realized investment gains (losses):
 
 
 
 
 
Fixed maturities available for sale:
 
 
 
 
 
Sales and other
$
5,715

 
$
35,199

 
$
(10,645
)
Other-than-temporary impairments
—

 
(245
)
 
—

Fair value option—change in fair value
2,650

 
—

 
—

Other investments
909

 
(7,302
)
 
(38
)
Realized gains (losses) from investments
9,274

 
27,652

 
(10,683
)
 
 
 
 
 
 
Realized loss on redemption of debt (1)
(11,078
)
 
(4,041
)
 
—

 
(1,804
)
 
23,611

 
(10,683
)
Applicable tax
379

 
(6,021
)
 
3,739

Realized gains (losses), net of tax
$
(1,425
)
 
$
17,590

 
$
(6,944
)
(1)
Refer to Note 11—Debt for further discussion .

An analysis of the net change in unrealized investment gains (losses) is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Change in investment gains (losses) on:
 
 
 
 
 
Fixed maturities available for sale
$
(1,429,763
)
 
$
916,413

 
$
551,658

Other investments
(5,155
)
 
5,008

 
2,143

Net change in unrealized gains (losses)
$
(1,434,918
)
 
$
921,421

 
$
553,801


Additional information about securities sold is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Fixed maturities available for sale:
 
 
 
 
 
Proceeds from sales (1)
$
32,021

 
$
67,246

 
$
358,285

Gross realized gains
66

 
5,079

 
6,133

Gross realized losses
(13,996
)
 
(1,100
)
 
(32,608
)
(1)
Includes unsettled sales of $17.9 million at December 31, 2016 . There were no unsettled sales in 2018 or 2017 .


73
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Fair value measurements : The following tables represent the fair value of fixed maturities measured on a recurring basis at December 31, 2018 and 2017 :
 
Fair Value Measurements at December 31, 2018 Using:
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Fair
Value
Fixed maturities available for sale:
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
—

 
$
392,668

 
$
—

 
$
392,668

States, municipalities, and political subdivisions
—

 
1,436,660

 
—

 
1,436,660

Foreign governments
—

 
20,816

 
—

 
20,816

Corporates, by sector:
 
 
 
 
 
 
 
Financial
—

 
3,891,728

 
43,400

 
3,935,128

Utilities
—

 
2,032,127

 
150,826

 
2,182,953

Energy
—

 
1,645,077

 
39,132

 
1,684,209

Other corporate sectors
—

 
6,103,609

 
320,113

 
6,423,722

Total corporates
—

 
13,672,541

 
553,471

 
14,226,012

Collateralized debt obligations
—

 
—

 
73,369

 
73,369

Other asset-backed securities
—

 
135,425

 
12,982

 
148,407

Total fixed maturities
$
—

 
$
15,658,110

 
$
639,822

 
$
16,297,932

Percentage of total
—
%
 
96
%
 
4
%
 
100
%

 
Fair Value Measurements at December 31, 2017 Using:
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Fair
Value
Fixed maturities available for sale:
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
—

 
$
407,446

 
$
—

 
$
407,446

States, municipalities, and political subdivisions
44

 
1,219,671

 
—

 
1,219,715

Foreign governments
—

 
22,018

 
—

 
22,018

Corporates, by sector:
 
 
 
 
 
 
 
Financial
—

 
4,069,875

 
62,006

 
4,131,881

Utilities
—

 
2,198,703

 
155,730

 
2,354,433

Energy
—

 
1,779,281

 
40,816

 
1,820,097

Other corporate sectors
—

 
6,468,541

 
324,258

 
6,792,799

Total corporates
—

 
14,516,400

 
582,810

 
15,099,210

Collateralized debt obligations
—

 
—

 
71,581

 
71,581

Other asset-backed securities
—

 
135,306

 
14,049

 
149,355

Total fixed maturities
$
44

 
$
16,300,841

 
$
668,440

 
$
16,969,325

Percentage of total
—
%
 
96
%
 
4
%
 
100
%

74
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

The following table represents changes in fixed maturities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).
 
Analysis of Changes in Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Asset-
backed
Securities
 
Collateralized
Debt
Obligations
 
Corporates
 
Total
Balance at January 1, 2016
$
—

 
$
70,382

 
$
530,806

 
$
601,188

Total gains or losses:
 
 
 
 
 
 
 
Included in realized gains/losses
—

 
—

 
788

 
788

Included in other comprehensive income
—

 
(3,943
)
 
6,403

 
2,460

Acquisitions
—

 
—

 
33,662

 
33,662

Sales
—

 
—

 
—

 
—

Amortization
—

 
5,186

 
17

 
5,203

Other (1)
—

 
(8,122
)
 
(12,076
)
 
(20,198
)
Transfers into (out of) Level 3 (2)
—

 
—

 
—

 
—

Balance at December 31, 2016
—

 
63,503

 
559,600

 
623,103

Total gains or losses:
 
 
 
 
 
 
 
Included in realized gains/losses
—

 
—

 
—

 
—

Included in other comprehensive income
410

 
9,654

 
10,900

 
20,964

Acquisitions
14,000

 
—

 
21,666

 
35,666

Sales
—

 
—

 
—

 
—

Amortization
—

 
4,914

 
17

 
4,931

Other (1)
(361
)
 
(6,490
)
 
(9,373
)
 
(16,224
)
Transfers into (out of) Level 3 (2)
—

 
—

 
—

 
—

Balance at December 31, 2017
14,049

 
71,581

 
582,810

 
668,440

Total gains or losses:
 
 
 
 
 
 
 
Included in realized gains/losses
—

 
—

 
698

 
698

Included in other comprehensive income
(591
)
 
3,170

 
(23,687
)
 
(21,108
)
Acquisitions
—

 
—

 
27,453

 
27,453

Sales
—

 
—

 
—

 
—

Amortization
—

 
4,737

 
16

 
4,753

Other (1)
(476
)
 
(6,119
)
 
(38,352
)
 
(44,947
)
Transfers into (out of) Level 3 (2)
—

 
—

 
4,533

 
4,533

Balance at December 31, 2018
$
12,982

 
$
73,369

 
$
553,471

 
$
639,822

(1)
Includes capitalized interest, foreign exchange adjustments and principal repayments. 
(2)
There were no transfers in or out of Level 3 during 2016 and 2017. 

Acquisitions of Level 3 investments in each of the years 2016 through 2018 are comprised of private-placement fixed maturities managed by an unaffiliated third-party.
 

75
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Quantitative Information about Level 3
Fair Value Measurements
As of  December 31, 2018
 
Fair Value
 
Valuation
Techniques
 
Significant Unobservable
Input
 
Range
 
Weighted
Average
Asset-backed securities
$
12,982

 
Determination of credit spread
 
Credit
rating
 
BBB-
 
BBB-
 
 
 
Discounted cash flows
 
Discount
rate
 
5.65%
 
5.65%
Collateralized debt obligations
73,369

 
Discounted cash flows
 
Discount
rate
 
6.70 - 7.70%
 
7.51%
Private placement fixed maturities
553,471

 
Determination of credit spread
 
Credit
rating
 
A+ to BB-
 
BBB
 
 
 
Discounted cash flows
 
Discount
rate
 
3.62 - 11.30%
 
4.67%
 
$
639,822

 
 
 
 
 
 
 
 

The private placement fixed maturities and asset-backed securities reported as Level 3 are managed by third party investment managers. These securities are valued based on the contractual cash flows discounted by a yield determined as a treasury benchmark adjusted for a credit spread. The credit spread is developed from observable indices for similar public fixed maturities and unobservable indices for private fixed maturities for corresponding credit ratings. However, the credit ratings for the securities are considered unobservable inputs, as they are assigned by the third party investment manager based on a quantitative and qualitative assessment of the credit underwritten. A higher (lower) credit rating would result in a higher (lower) valuation.

The collateral underlying collateralized debt obligations for which fair values are reported as Level 3 consists primarily of trust preferred securities issued by banks and insurance companies. Collateralized debt obligations are valued at the present value of expected future cash flows using an unobservable discount rate. Expected cash flows are determined by scheduling the projected repayment of the collateral assuming no future defaults, deferrals, or recoveries. The discount rate is risk-adjusted to take these items into account. A significant increase (decrease) in the discount rate will produce a significant decrease (increase) in fair value. Additionally, a significant increase (decrease) in the cash flow expectations would result in a significant increase (decrease) in fair value. For more information regarding valuation procedures, please refer to Note 1—Significant Accounting Policies under the caption Fair Value Measurements, Investments in Securities .
 
The following table presents transfers in and out of each of the valuation levels of fair values.
 
2018
 
2017
 
2016
 
In
 
Out
 
Net
 
In
 
Out
 
Net
 
In
 
Out
 
Net
Level 1
$
—

 
$
—

 
$
—

 
$
42,372

 
$
(597
)
 
$
41,775

 
$
45,344

 
$
—

 
$
45,344

Level 2
—

 
(4,533
)
 
(4,533
)
 
597

 
(42,372
)
 
(41,775
)
 
—

 
(45,344
)
 
(45,344
)
Level 3
4,533

 
—

 
4,533

 
—

 
—

 
—

 
—

 
—

 
—

 
Transfers into Level 2 from Level 3 result from the availability of observable market data when a security is valued at the end of a period. Transfers into Level 3 occur when there is a lack of observable market information. Transfers into Level 1 from Level 2 occur when direct quotes are available; transfers from Level 1 into Level 2 result when only observable market data and no direct quotes are available. Transfers between levels are recognized as of the end of the period of transfer.


76
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Other-than-temporary impairments (OTTI) : Based on the Company's evaluation of its fixed maturities available for sale in an unrealized loss position in accordance with the OTTI policy as described in Note 1—Significant Accounting Policies , the Company concluded that there was an other-than-temporary impairment of $245 thousand ( $159 thousand , net of tax) during the year ended December 31, 2017 . For the years ended December 31, 2018 and 2016, there were no other-than-temporary impairments.

As of year-end 2018 , previously written down securities remaining in the portfolio were carried at a fair value of $60 million , or less than 0.4% of the fair value of the fixed maturity portfolio. Torchmark is continuously monitoring the market conditions impacting its portfolio. While adverse market conditions for an extended duration could lead to some ratings downgrades in certain sectors, Torchmark has the ability and intent to hold these investments to recovery, and does not intend to sell or expect to be required to sell any of its securities in such a position.
 

77
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Unrealized gains/loss analysis : The following tables disclose gross unrealized investment losses by class and major sector of investments at December 31, 2018 and December 31, 2017 for the respective periods of time in a loss position. Torchmark considers these investments to be only temporarily impaired.
 
Analysis of Gross Unrealized Investment Losses
 
At December 31, 2018
 
Less than
Twelve Months
 
Twelve Months
or Longer
 
Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
 
 
Investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
37,182

 
$
(212
)
 
$
89,664

 
$
(2,575
)
 
$
126,846

 
$
(2,787
)
States, municipalities and political subdivisions
124,907

 
(1,648
)
 
7,981

 
(102
)
 
132,888

 
(1,750
)
Foreign governments
—

 
—

 
—

 
—

 
—

 
—

Corporates, by sector:
 
 
 
 
 
 
 
 


 


Financial
931,161

 
(36,337
)
 
241,442

 
(21,572
)
 
1,172,603

 
(57,909
)
Utilities
329,753

 
(11,680
)
 
121,308

 
(9,442
)
 
451,061

 
(21,122
)
Energy
475,736

 
(29,426
)
 
54,937

 
(9,382
)
 
530,673

 
(38,808
)
Other corporate sectors
2,515,541

 
(149,168
)
 
575,796

 
(62,994
)
 
3,091,337

 
(212,162
)
Total corporates
4,252,191

 
(226,611
)
 
993,483

 
(103,390
)
 
5,245,674

 
(330,001
)
Other asset-backed securities
44,603

 
(634
)
 
—

 
—

 
44,603

 
(634
)
Total investment grade securities
4,458,883

 
(229,105
)
 
1,091,128

 
(106,067
)
 
5,550,011

 
(335,172
)
 
 
 
 
 
 
 
 
 
 
 
 
Below investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
States, municipalities and political subdivisions
—

 
—

 
—

 
—

 
—

 
—

Corporates, by sector:
 
 
 
 
 
 
 
 
 
 
 
Financial
22,087

 
(8,674
)
 
81,101

 
(20,932
)
 
103,188

 
(29,606
)
Utilities
28,613

 
(3,277
)
 
—

 
—

 
28,613

 
(3,277
)
Energy
42,874

 
(3,901
)
 
36,122

 
(19,662
)
 
78,996

 
(23,563
)
Other corporate sectors
146,373

 
(7,235
)
 
69,053

 
(23,112
)
 
215,426

 
(30,347
)
Total corporates
239,947

 
(23,087
)
 
186,276

 
(63,706
)
 
426,223

 
(86,793
)
Collateralized debt obligations
—

 
—

 
13,586

 
(6,414
)
 
13,586

 
(6,414
)
Total below investment grade securities
239,947

 
(23,087
)
 
199,862

 
(70,120
)
 
439,809


(93,207
)
Total fixed maturities
$
4,698,830

 
$
(252,192
)
 
$
1,290,990

 
$
(176,187
)
 
$
5,989,820

 
$
(428,379
)
 

78
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Analysis of Gross Unrealized Investment Losses
 
At December 31, 2017
 
Less than
Twelve Months
 
Twelve Months
or Longer
 
Total
 
Fair Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
 
 
Investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government direct, guaranteed, and government-sponsored enterprises
$
34,388

 
$
(422
)
 
$
47,514

 
$
(951
)
 
$
81,902

 
$
(1,373
)
States, municipalities and political subdivisions
4,561

 
(21
)
 
1,771

 
(9
)
 
6,332

 
(30
)
Foreign governments
—

 
—

 
—

 
—

 
—

 
—

Corporates, by sector:
 
 
 
 
 
 
 
 

 

Financial
133,080

 
(652
)
 
35,302

 
(1,429
)
 
168,382

 
(2,081
)
Utilities
48,562

 
(569
)
 
38,298

 
(826
)
 
86,860

 
(1,395
)
Energy
23,463

 
(81
)
 
67,775

 
(3,682
)
 
91,238

 
(3,763
)
Other corporate sectors
220,661

 
(2,312
)
 
163,886

 
(4,257
)
 
384,547

 
(6,569
)
Total corporates
425,766

 
(3,614
)
 
305,261

 
(10,194
)
 
731,027

 
(13,808
)
Collateralized debt obligations
—

 
—

 
—

 
—

 
—

 
—

Other asset-backed securities
—

 
—

 
—

 
—

 
—

 
—

Total investment grade securities
464,715

 
(4,057
)
 
354,546

 
(11,154
)
 
819,261

 
(15,211
)
 
 
 
 
 
 
 
 
 
 
 
 
Below investment grade securities:
 
 
 
 
 
 
 
 
 
 
 
States, municipalities and political subdivisions
200

 
(105
)
 
—

 
—

 
200

 
(105
)
Corporates, by sector:
 
 
 
 
 
 
 
 
 
 
 
Financial
—

 
—

 
108,808

 
(24,038
)
 
108,808

 
(24,038
)
Energy
8,114

 
(104
)
 
75,204

 
(21,525
)
 
83,318

 
(21,629
)
Other corporate sectors
25,334

 
(5,066
)
 
54,383

 
(8,981
)
 
79,717

 
(14,047
)
Total corporates
33,448

 
(5,170
)
 
238,395

 
(54,544
)
 
271,843

 
(59,714
)
Collateralized debt obligations
—

 
—

 
12,347

 
(7,653
)
 
12,347

 
(7,653
)
Total below investment grade securities
33,648

 
(5,275
)
 
250,742

 
(62,197
)
 
284,390

 
(67,472
)
Total fixed maturities
$
498,363

 
$
(9,332
)
 
$
605,288

 
$
(73,351
)
 
$
1,103,651

 
$
(82,683
)
 
Gross unrealized losses increased from $83 million at year end 2017 to $428 million at year end 2018 , an increase of $346 million . The increase in the gross unrealized losses from prior year was primarily attributable to the increase in market rates.



79
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

Additional information about fixed maturities available for sale in an unrealized loss position is as follows:

Less than
Twelve
Months
 
Twelve
Months
or Longer
 
Total
Number of issues (CUSIP numbers) held:
 
 
 
 
 
As of December 31, 2018
495

 
234

 
729

As of December 31, 2017
92

 
102

 
194

 
Torchmark’s entire fixed maturity portfolio consisted of 1,548 issues at December 31, 2018 and 1,502 issues at December 31, 2017 . The weighted-average quality rating of all unrealized loss positions at amortized cost was BBB+ for 2018 and BBB- for 2017 .

Concentrations of Credit Risk : Torchmark maintains a diversified investment portfolio with limited concentration in any given issuer. At December 31, 2018 , the investment portfolio, at fair value, consisted of the following:
Investment grade fixed maturities:
 
Corporate securities
80
%
Securities of state and municipal governments
8

Government-sponsored enterprises
2

Other
2

 
 
Below investment grade fixed maturities:
 
Corporate securities
3

Other
—

Policy loans, which are secured by the underlying insurance policy values
3

Other investments
2

 
100
%

As of December 31, 2018 , securities of state and municipal governments represented 8% of invested assets at fair value. Such investments are made throughout the U.S. At yearend 2018 , the state and municipal bond portfolio at fair value was invested in securities issued within the following states: Texas ( 30% ), Washington ( 7% ), Ohio ( 7% ), Florida ( 6% ), Illinois ( 6% ), and Michigan ( 4% ). Otherwise, there was no concentration within any given state greater than 4% .

Corporate debt securities and redeemable preferred stocks represent 83% of Torchmark's investment portfolio. These investments are spread across a wide range of industries. Below are the ten largest industry concentrations held in the corporate portfolio of corporate debt securities and redeemable preferred stocks at December 31, 2018 , based on fair value:
Insurance
15
%
Electric utilities
11

Oil and natural gas pipelines
7

Banks
6

Transportation
4

Real estate investment trusts
4

Oil and natural gas exploration and production
4

Chemicals
4

Food
4

Gas utilities
3


80
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

 At year end 2018 , 3% of invested assets at fair value were represented by fixed maturities rated below investment grade. Par value of these investments was $757 million , amortized cost was $666 million , and fair value was $601 million . While these investments could be subject to additional credit risk, such risk should generally be reflected in their fair value.

Other investment information : Other long-term investments consist of the following:
 
Year Ended December 31,
 
2018
 
2017
Investment in limited partnerships
$
108,241

 
$
66,522

Commercial mortgage loan participations
96,266

 
39,489

Other
2,751

 
2,548

Total
$
207,258

 
$
108,559


Torchmark held invested assets with a fair value of $399 thousand that were non-income producing during the twelve months ended December 31, 2018 .

Commercial mortgage loan participations: Summaries of commercial mortgage loan participations at December 31, 2018 and 2017 are as follows:
 
2018
 
2017
 
Carrying Value
 
% of Total
 
Carrying Value
 
% of Total
Property type:
 
 
 
 
 
 
 
Office
$
35,289

 
37

 
$
18,378

 
46
Hospitality
15,137

 
16

 
10,496

 
27
Industrial
13,896

 
14

 
—

 
—
Retail
12,934

 
13

 
—

 
—
Mixed use
11,309

 
12

 
7,148

 
18
Multi-family
7,701

 
8

 
3,467

 
9
Total recorded investment
96,266

 
100

 
39,489

 
100
Less valuation allowance
—

 
—

 
—

 
—
Carrying value, net of valuation allowance
$
96,266

 
100

 
$
39,489

 
100

 
2018
 
2017

Carrying Value
 
% of Total
 
Carrying Value
 
% of Total
Geographic location:
 
 
 
 
 
 
 
South Atlantic
$
39,414

 
41
 
$
18,378

 
46
Middle Atlantic
23,488

 
24
 
3,467

 
9
Pacific
20,843

 
22
 
7,148

 
18
East North Central
10,531

 
11
 
10,496

 
27
West South Central
1,990

 
2
 
—

 
—
Total recorded investment
96,266

 
100
 
39,489

 
100
Less valuation allowance
—

 
—
 
—

 
—
Carrying value, net of valuation allowance
$
96,266

 
100
 
$
39,489

 
100


81
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 4—Investments (continued)

 
2018
 
Recorded Investment
 
Debt Service Coverage Ratios
 
 
 
 
 
<1.00x
 
1.00x—1.20x
 
>1.20x
 
Total
 
% of Total
 
 
 
 
 
 
 
 
 
 
Loan-to-value ratio:
 
 
 
 
 
 
 
 
 
Less than 70%
$
18,343

 
$
56,813

 
$
10,531

 
$
85,687

 
89
70% to 80%
10,579

 
—

 
—

 
10,579

 
11
81% to 90%
—

 
—

 
—

 
—

 
—
Greater than 90%
—

 
—

 
—

 
—

 
—
Total
$
28,922

 
$
56,813

 
$
10,531

 
$
96,266

 
100

 
2017
 
Recorded Investment
 
Debt Service Coverage Ratios
 
 
 
 
 
<1.00x
 
1.00x—1.20x
 
>1.20x
 
Total
 
% of Total
 
 
 
 
 
 
 
 
 
 
Loan-to-value ratio:
 
 
 
 
 
 
 
 
 
Less than 70%
$
—

 
$
18,378

 
$
10,496

 
$
28,874

 
73
70% to 80%
3,467

 
7,148

 
—

 
10,615

 
27
81% to 90%
—

 
—

 
—

 
—

 
—
Greater than 90%
—

 
—

 
—

 
—

 
—
Total
$
3,467

 
$
25,526

 
$
10,496

 
$
39,489

 
100

As of December 31, 2018 and 2017 , the Company evaluated the commercial mortgage loan portfolio on a loan-by-loan basis to determine any allowance for loss. Factors considered include, but are not limited to, collateral value, loan-to-value ratio, debt service coverage ratio, local market conditions, credit quality of the borrower and tenants, and loan performance. As of December 31, 2018 and 2017 , there was no allowance for loss.

82
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 5—Deferred Acquisition Costs
 
An analysis of DAC is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Balance at beginning of year
$
3,958,063

 
$
3,783,158

 
$
3,617,135

Additions:
 
 
 
 
 
Deferred during period:
 
 
 
 
 
Commissions
497,459

 
465,920

 
436,252

Other expenses
202,092

 
194,214

 
199,066

Total deferred
699,551

 
660,134

 
635,318

Foreign exchange adjustment
—

 
5,712

 
2,180

Adjustment attributable to unrealized investment losses (1)
5,549

 
—

 
—

Total additions
705,100

 
665,846

 
637,498

Deductions:
 
 
 
 
 
Amortized during period
(516,690
)
 
(490,403
)
 
(469,063
)
Foreign exchange adjustment
(8,548
)
 
—

 
—

Adjustment attributable to unrealized investment gains (1)
—

 
(538
)
 
(2,412
)
Total deductions
(525,238
)
 
(490,941
)
 
(471,475
)
Balance at end of year
$
4,137,925

 
$
3,958,063

 
$
3,783,158

(1)
Represents amounts pertaining to investments relating to universal life-type products.

83
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 6—Commitments and Contingencies
 
Reinsurance : Insurance affiliates of Torchmark reinsure that portion of insurance risk which is in excess of their retention limits. Retention limits for ordinary life insurance range up to $2 million per life. Life insurance ceded represented 0.4% of total life insurance in force at December 31, 2018 . Insurance ceded on life and accident and health products represented 0.2% of premium income for 2018 . Torchmark would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations.
 
Insurance affiliates also assume insurance risks of other external companies. Life reinsurance assumed represented 1.6% of life insurance in force at December 31, 2018 and reinsurance assumed on life and accident and health products represented 0.6% of premium income for 2018 .
 
Leases : Torchmark leases office space, office equipment, and aviation equipment under a variety of operating lease arrangements. The Company does not have any capital leases.

Rental expense for operating leases for each of the three years ended December 31, 2018 is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Rental expense
$
3,959

 
$
6,446

 
$
6,520


Future minimum rental commitments required under operating leases having remaining noncancelable lease terms in excess of one year at December 31, 2018 were as follows:
 
Year Ended December 31,
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Operating lease commitments
$
4,304

 
$
4,208

 
$
3,560

 
$
2,755

 
$
1,916

 
$
6,596


Purchase Commitments : Torchmark has various long-term noncancelable purchase commitments as well as commitments to provide capital for low-income housing tax credit interests. See further discussion related to tax credits in Note 1—Significant Accounting Policies .
 
Year Ended December 31,
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Purchase commitments
$
27,938

 
$
23,515

 
$
4,121

 
$
2,705

 
$
3,018

 
$
244,854


Investments : As of December 31, 2018 , Torchmark is committed to purchase $154 million of commercial mortgage loan participations from a third party by 2021 and $250 million to fund investments related to a limited partnership by 2022.
 
Guarantees : At December 31, 2018 , Torchmark had in place three guarantee agreements, of which were either Parent Company guarantees of subsidiary obligations to a third party, or Parent Company guarantees of obligations between wholly-owned subsidiaries. As of December 31, 2018 , Torchmark had no liability with respect to these guarantees.
 
Letters of Credit : Torchmark has guaranteed letters of credit in connection with its credit facility with a group of banks as disclosed in Note 11—Debt . The letters of credit were issued by TMK Re, Ltd., a wholly-owned subsidiary, to secure TMK Re, Ltd.’s obligation for claims on certain policies reinsured by TMK Re, Ltd. that were sold by other Torchmark insurance companies. These letters of credit facilitate TMK Re, Ltd.’s ability to reinsure the business of Torchmark’s insurance carriers. The agreement expires in 2021. The maximum amount of letters of credit available is $250 million . The Parent Company would be liable to the extent that TMK Re, Ltd. does not pay the reinsured party. On March 14, 2018, the letters of credit were amended to reduce the

84
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 6—Commitments and Contingencies (continued)

current amount outstanding to $155 million from $177 million as of December 31, 2017. As of December 31, 2018 , the letters of credit outstanding were $155 million .

Equipment leases : Torchmark has guaranteed performance of certain subsidiaries as lessees under two aviation leasing arrangements. At December 31, 2018 , total remaining undiscounted payments under the leases were approximately $8 million . The Parent Company would be responsible for any subsidiary obligation in the event the subsidiary did not make payments or otherwise perform under the terms of the lease.
 
Unclaimed Property Audits : Torchmark subsidiaries are currently the subject of audits regarding the identification, reporting and escheatment of unclaimed property arising from life insurance policies and a limited number of annuity contracts. These audits are being conducted by private entities that have contracted with forty-seven states through their respective Departments of Revenue, and have not resulted in any financial assessment from any state nor indicated any liability. The audits are wide-ranging and seek large amounts of data regarding claims handling, procedures, and payments of contract benefits arising from unreported death claims. No estimate of range can be made at this time for loss contingencies related to possible administrative penalties or amounts that could be payable to the states for the escheatment of abandoned property.
 
Litigation : Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including putative class action litigation , alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries, employment discrimination, and miscellaneous other causes of action. Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, management does not believe that it is reasonably possible that such litigation will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high punitive damage verdicts. Torchmark’s management recognizes that large punitive damage awards bearing little or no relation to actual damages continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, creating the potential for unpredictable material adverse judgments in any given punitive damage suit.

On September 12, 2018, putative class action litigation was filed against American Income Life Insurance Company in California’s Contra Costa County Superior Court ( Joh v. American Income Life Insurance Company , Case No. C18-01863). An amended complaint was filed on October 18, 2018. American Income removed the case to the United States District Court for the Northern District of California (Case No. 3:18-cv-06364-TSH). The plaintiff, a former insurance sales agent of American Income, is suing on behalf of all current and former sales agents who sold insurance for American Income in the state of California for the four years prior to the filing of the complaint. The amended complaint alleges that such individuals are employees and asserts claims under the California Labor Code, California Business and Professions Code, and California Private Attorney General Act. The complaint seeks compensatory damages, penalties and attorney fees on claims for failure to pay wages/commissions, failure to appropriately pay agents at termination, failure to provide itemized wage statements, failure to reimburse expenses and unfair business practices. The Company continues to assess the amount and thus does not have a reasonable estimate of any potential liability.

On October 18, 2018, putative class action litigation was filed against Torchmark Corporation and American Income Life Insurance Company in California’s Los Angeles County Superior Court ( Golz v. American Income Life Insurance Company , et al Case No. 18STCV01354). American Income removed the case to the United States District Court for the Central District of California (Case No. 2:18-cv-09879 R (SSx)). An amended complaint was filed on February 5, 2019. The amended complaint alleges that the putative class members are employees and asserts claims under the California Labor Code and California Business and Professions Code. The complaint alleges that plaintiff was an American Income insurance agent trainee in California who seeks to represent a class of individuals in California whom American Income classified as independently contracted agent trainees. The class period is alleged to begin four years prior to the complaint’s filing. The complaint seeks compensatory damages, penalties, and attorney fees on claims for

85
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 6—Commitments and Contingencies (continued)

failure to pay minimum wage and overtime, failure to provide meal and rest breaks, failure to appropriately pay wages at termination, failure to provide itemized wage statements, failure to reimburse business expenses, and unfair business practices. The Company continues to assess the amount and thus does not have a reasonable estimate of any potential liability.

On December 14, 2018, putative class action litigation was filed against American Income Life Insurance Company in United States District Court for the Northern District of California ( Hamilton v. American Income Life Insurance Company , Case No. 4:18-cv-7535-KAW). An amended complaint was filed on January 23, 2019. The plaintiffs, former insurance sales agents of American Income, are suing on behalf of all current and former sales agents who sold insurance for American Income in the state of California for the last four years prior to the filing of the complaint. The lawsuit alleges that putative class members are employees and asserts claims under the California Labor Code, California Business and Professions Code, and California Private Attorney General Act. The complaint seeks compensatory damages, penalties and attorney fees on claims for failure to pay minimum wage and overtime, failure to provide meal and rest breaks, failure to appropriately pay agents at termination, failure to provide itemized wage statements, failure to reimburse expenses, and unfair business practices. The Company continues to assess the amount and thus does not have a reasonable estimate of any potential liability.

On January 16, 2019, putative class action litigation was filed against American Income Life Insurance Company in Orange County, California Superior Court ( Putros v. American Income Life Insurance Company , Case No. 30-2019-01044772-CU-OE-CXC). The plaintiff, a former insurance sales agent of American Income, is suing on behalf of all current and former sales agents who sold insurance for American Income in the state of California for the last four years prior to the filing of the complaint. The lawsuit alleges that putative class members are employees and asserts claims under the California Labor Code, California Business and Professions Code, and California Private Attorney General Act. The complaint seeks compensatory damages, penalties and attorney fees on claims for failure to pay minimum wage, failure to provide meal and rest breaks, failure to appropriately pay agents at termination, failure to provide itemized wage statements, failure to reimburse expenses, and unfair business practices. The Company continues to assess the amount and thus does not have a reasonable estimate of any potential liability.

With respect to its current litigation, at this time management believes that the possibility of a material judgment adverse to Torchmark is remote, and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.

Guaranty Fund Assessment : In 2017, the Commonwealth Court of Pennsylvania issued orders placing Penn Treaty Network America Insurance Company (Penn Treaty) and affiliate American Network Insurance Company (ANIC) in liquidation due to financial difficulties. In such instances, the various state guaranty fund associations employ funding mechanisms, through assessments to their member companies, to cover the obligations of the insolvent entities. Consequently, the Company continues to receive guaranty fund assessments from the state associations related to these companies. The Company has projected its share of the ultimate assessments from these insolvencies based on assumptions about future events and its market share of premiums by state. We anticipate a majority of the estimates will be recoverable through state premium tax credit offsets. In 2017, we recorded $1.8 million as the estimated amount deemed unrecoverable.

86
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 7—Liability for Unpaid Claims
 
Activity in the liability for unpaid health claims is summarized as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Balance at beginning of year
$
146,865

 
$
143,128

 
$
137,120

Incurred related to:
 
 
 
 
 
Current year
555,647

 
520,528

 
510,075

Prior years
(3,017
)
 
(8,048
)
 
(1,127
)
Total incurred
552,630

 
512,480

 
508,948

Paid related to:
 
 
 
 
 
Current year
424,633

 
394,506

 
386,278

Prior years
120,334

 
114,237

 
116,662

Total paid
544,967

 
508,743

 
502,940

Balance at end of year
$
154,528

 
$
146,865

 
$
143,128

 
At the end of each period, the liability for unpaid health claims includes an estimate of claims incurred but not yet reported to the Company. Such estimates are updated regularly based upon the Company’s most recent claims data with recognition of emerging experience trends. Due to the nature of the Company’s health business, the payment lags are relatively short and most claims are fully paid within a year from the time incurred. Fluctuations in claims experience can lead to either over or under estimation of the liability for any given year. The difference between the estimate made at the end of the prior period and the actual experience during the period is reflected above under the caption “Incurred related to: Prior years.”
 
Below is the reconciliation of the liability for "Policy claims and other benefits payable" in the Consolidated Balance Sheets .
 
At December 31,
 
2018
 
2017
Policy claims and other benefits payable:
 
 
 
Life insurance
$
196,298

 
$
186,429

Health insurance
154,528

 
146,865

Total
$
350,826

 
$
333,294



87
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 8—Income Taxes
 
The following table discloses significant components of income taxes for each year presented:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Income tax expense (benefit) from continuing operations:
 
 
 
 
 
Current income tax expense (benefit)
$
134,626

 
$
138,262

 
$
132,806

Deferred income tax expense (benefit)
27,535

 
(765,877
)
 
99,839

 
162,161

 
(627,615
)
 
232,645

Shareholders’ equity:
 
 
 
 
 
Other comprehensive income (loss)
(293,678
)
 
318,475

 
186,206

 
$
(131,517
)
 
$
(309,140
)
 
$
418,851


In each of the years 2016 through 2018 , deferred income tax expense (benefit) was incurred because of certain differences between net income before income tax expense (benefit) as reported on the Consolidated Statements of Operations and taxable income as reported on Torchmark’s income tax returns. As explained in Note 1—Significant Accounting Policies , these differences caused the consolidated financial statement book values of some assets and liabilities to be different from their respective tax bases.

Due to the passage of tax legislation in 2017, the Company recorded an $877 million deferred income tax benefit as a result of remeasuring its deferred assets and liabilities using the lower corporate tax rate as of the date of enactment. In the fourth quarter of 2018, the Company completed its analysis of the tax legislation, as required by ASC 740 Income Taxes, and recorded an additional $798 thousand adjustment related to the remeasurement of the deferred tax assets and liabilities based on the 21% rate.

The effective income tax rate differed from the expected U.S. federal statutory rate of 21% for 2018 and 35% for prior years as shown below:
 
Year Ended December 31,
 
2018
 
%
 
2017
 
%
 
2016
 
%
Expected federal income tax expense (benefit)
$
181,371

 
21.0

 
$
290,727

 
35.0

 
$
270,282

 
35.0

 
 
 
 
 
 
 
 
 
 
 
 
Increase (reduction) in income taxes resulting from:
 
 
 
 
 
 
 
 
 
 
 
Tax reform adjustment
(798
)
 
(0.1
)
 
(877,400
)
 
(105.6
)
 
—

 
—

Low income housing investments
(12,240
)
 
(1.4
)
 
(18,515
)
 
(2.2
)
 
(18,202
)
 
(2.4
)
Share-based awards
(6,450
)
 
(0.7
)
 
(19,549
)
 
(2.4
)
 
(18,653
)
 
(2.4
)
Other
278

 
—

 
(2,878
)
 
(0.4
)
 
(782
)
 
(0.1
)
Income tax expense (benefit)
$
162,161

 
18.8

 
$
(627,615
)
 
(75.6
)
 
$
232,645

 
30.1



88
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 8—Income Taxes (continued)

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
 
December 31,
 
2018
 
2017
Deferred tax assets:
 
 
 
Fixed maturity investments
$
6,131

 
$
8,692

Carryover of tax losses
7,406

 
4,760

Total gross deferred tax assets
13,537

 
13,452

Deferred tax liabilities:
 
 
 
Unrealized gains
87,871

 
380,251

Employee and agent compensation
70,551

 
65,576

Deferred acquisition costs
633,687

 
618,889

Future policy benefits, unearned and advance premiums, and policy claims
242,285

 
248,752

Other liabilities
25,603

 
11,289

Total gross deferred tax liabilities
1,059,997

 
1,324,757

Net deferred tax liability
$
1,046,460

 
$
1,311,305


Income Tax Return : Torchmark and all of its subsidiaries file a life-nonlife consolidated federal income tax return for the year ended December 31, 2018 . Family Heritage Life Insurance Company (Family Heritage) filed its federal income tax return on a separate company basis for the taxable years prior to 2018. The statutes of limitations for the Internal Revenue Service's examination and assessment of additional tax are closed for all tax years prior to 2015 with respect to Torchmark’s consolidated as well as Family Heritage's federal income tax returns. Management believes that adequate provision has been made in the consolidated financial statements for any potential assessments that may result from current or future tax examinations and other tax-related matters for all open years.
 
Valuations : Torchmark has net operating loss carryforwards of approximately $35.3 million at December 31, 2018 that will begin to expire in 2033 if not otherwise used to offset future taxable income. A valuation allowance is to be provided when it is more likely than not that deferred tax assets will not be realized by the Company. No valuation allowance has been recorded relating to Torchmark’s deferred tax assets as management believes Torchmark will more likely than not have sufficient taxable income in future periods to fully realize its existing deferred tax assets.

Torchmark’s tax liability is adjusted to include a provision for uncertain tax positions taken or expected to be taken in a tax return. However, during the years 2016 through 2018 , Torchmark did not have any uncertain tax positions which resulted in unrecognized tax benefits.
 
Tax penalties and interest: Torchmark’s continuing practice is to recognize penalties and interest related to income tax matters in income tax expense. No penalties or interest were recognized in 2018 , however the Company recognized interest income of $5 thousand and $9 thousand , net of federal income tax expense, in its Consolidated Statements of Operations for 2017 and 2016 , respectively. The Company had no accrued interest or penalties at December 31, 2018 or 2017 .


89
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 9—Postretirement Benefits
 
Torchmark has qualified noncontributory defined benefit pension plans and contributory savings plans that cover substantially all employees. There is also a nonqualified noncontributory supplemental executive retirement plan (SERP) that covers a limited number of employees. The total cost of these retirement plans charged to operations was as follows:
Year Ended December 31,
Defined 
Contribution
Plans (1)
 
Defined 
Benefit
Pension Plans (2)
2018
$
4,068

 
$
32,593

2017
4,145

 
28,828

2016
3,614

 
24,202

(1)
401K plans
(2)
Qualified pension plans and SERP
 
Torchmark accrues expense for the defined contribution plans based on a percentage of the employees’ contributions. The plans are funded by the employee contributions and a Torchmark contribution equal to the amount of accrued expense. Plan contributions are both mandatory and discretionary, depending on the terms of the plan.
 
Pension Plans : Cost for the defined benefit pension plans has been calculated on the projected unit credit actuarial cost method. All plan measurements for the defined benefit plans are as of December 31 of the respective year. The defined benefit pension plans covering the majority of employees are qualified and funded. Contributions are made to funded pension plans subject to minimums required by regulation and maximums allowed for tax purposes. Torchmark's SERP provides to a limited number of executives an additional supplemental defined pension benefit. The supplemental benefit is based on the participant’s qualified plan benefit without consideration to the regulatory limits on compensation and benefit payments applicable to qualified plans, except that eligible compensation is capped at $1 million . The SERP is nonqualified and unfunded. However, a Rabbi Trust has been established to support the liability for this plan. The trust consists of life insurance policies on the lives of plan participants with an unaffiliated insurance carrier as well as an investment account.

Since this plan is nonqualified, the investments and the policyholder value of the insurance policies in the Rabbi Trust are not included as defined benefit plan assets, but rather assets of the Company. They are included in “Other Assets” in the Consolidated Balance Sheets .

Defined benefit and SERP plan contributions were $52.8 million in 2018 , $21.3 million in 2017 , and $15.8 million in 2016 .



90
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 9—Postretirement Benefits (continued)


The following table includes premiums paid for the SERP for the three years ended December 31, 2018 and investments of the Rabbi Trust for the two years ended December 31, 2018 .
 
Year Ended December 31,
 
2018
 
2017
 
2016
Premiums paid for insurance coverage
$
2,997

 
$
2,050

 
$
2,050

 
 
 
 
 
 
 
At December 31,
 
 
 
2018
 
2017
 
 
Total investments:
 
 
 
 
 
Company owned life insurance
$
44,285

 
$
40,273

 
 
Exchange traded funds
52,659

 
55,442

 
 
 
$
96,944

 
$
95,715

 
 

Plan assets in the funded plans consist primarily of investments in marketable fixed maturities and equity securities that are valued at fair value. Torchmark measures the fair value of its financial assets, including the assets in its benefit plans, in accordance with accounting guidance which establishes a hierarchy for asset values and provides a methodology for the measurement of value. Please refer to Note 1—Significant Accounting Policies under the caption Fair Value Measurements , Investments in Securities for a complete discussion of valuation procedures. The following table presents the assets of Torchmark’s defined benefit pension plans for the years ended December 31, 2018 and 2017 .

Pension Assets by Component at December 31, 2018
 
Fair Value Determined by:
 
 
 
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total
Amount
 
% to
Total
Corporate bonds:
 
 
 
 
 
 
 
 
 
Financial
$
—

 
$
44,236

 
$
—

 
$
44,236

 
11
Utilities
—

 
39,443

 
—

 
39,443

 
10
Energy
—

 
19,744

 
—

 
19,744

 
5
Other corporates
—

 
83,202

 
—

 
83,202

 
22
Total corporate bonds
—

 
186,625

 
—

 
186,625

 
48
Exchange traded fund (1)
157,717

 
—

 
—

 
157,717

 
40
Other bonds
—

 
245

 
—

 
245

 
—
Other long-term investments
—

 
8,475

 
—

 
8,475

 
2
Guaranteed annuity contract (2)
—

 
26,505

 
—

 
26,505

 
7
Short-term investments
9,289

 
—

 
—

 
9,289

 
2
Other
3,816

 
—

 
—

 
3,816

 
1
Total
$
170,822

 
$
221,850

 
$
—

 
$
392,672

 
100
(1)
A fund including marketable securities that mirror the S&P 500 index.
(2)
Representing a guaranteed annuity contract issued by Torchmark's subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Pension Plan.


91
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 9—Postretirement Benefits (continued)


Pension Assets by Component at December 31, 2017
 
Fair Value Determined by:
 
 
 
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total
Amount
 
% to
Total
Corporate bonds:
 
 
 
 
 
 
 
 
 
Financial
$
—

 
$
43,451

 
$
—

 
$
43,451

 
12
Utilities
—

 
46,144

 
—

 
46,144

 
12
Energy
—

 
25,023

 
—

 
25,023

 
7
Other corporates
—

 
65,888

 
—

 
65,888

 
17
Total corporate bonds
—

 
180,506

 
—

 
180,506

 
48
Exchange traded fund (1)
164,351

 
—

 
—

 
164,351

 
43
Other bonds
—

 
256

 
—

 
256

 
—
Other long-term investments
—

 
2,304

 
—

 
2,304

 
1
Guaranteed annuity contract (2)
—

 
21,202

 
—

 
21,202

 
6
Short-term investments
3,984

 
—

 
—

 
3,984

 
1
Other
5,021

 
—

 
—

 
5,021

 
1
 Total
$
173,356

 
$
204,268

 
$
—

 
$
377,624

 
100
(1)
A fund including marketable securities that mirror the S&P 500 index.
(2)
Representing a guaranteed annuity contract issued by Torchmark's subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Pension Plan.

Torchmark’s investment objectives for its plan assets include preservation of capital, preservation of purchasing power, and long-term growth. Torchmark seeks to preserve capital through investments made in high quality securities with adequate diversification by issuer and industry sector to minimize risk. The portfolio is monitored continuously for changes in quality and diversification mix. The preservation of purchasing power is intended to be accomplished through asset growth, exclusive of contributions and withdrawals in excess of the rate of inflation. Torchmark intends to maintain investments that when combined with future plan contributions will produce adequate long-term growth to provide for all plan obligations. It is also Torchmark’s objective that the portfolio’s investment return will meet or exceed the return of a balanced market index.
 
The majority of the securities in the portfolio are highly marketable so that there will be adequate liquidity to meet projected payments. There are no specific policies calling for asset durations to match those of benefit obligations.

Allowed investments are limited to equities, fixed maturities, and short-term investments (invested cash). The assets are to be invested in a mix of equity and fixed income investments that best serve the objectives of the pension plan. Factors to be considered in determining the asset mix include funded status, annual pension expense, annual pension contributions, and balance sheet liability. Equities can include common and preferred stocks, securities convertible into equities, mutual funds and exchange traded funds that invest in equities, equity interests in limited partnerships, and other equity-related investments. Primarily, equities are listed on major exchanges and adequate market liquidity is required. Fixed maturities primarily consist of marketable debt securities rated investment grade at purchase by a major rating agency. Short-term investments include fixed maturities with maturities less than one year and invested cash. Short-term investments in commercial paper must be rated at least A-2 by Standard & Poor’s with the issuer rated investment grade. Invested cash is limited to banks rated A or higher. Investments outside of the aforementioned list are not permitted, except by prior approval of the Plan’s Trustees.

The investment portfolio is to be well diversified to avoid undue exposure to a single sector, industry, business, or security. The equity and fixed maturity portfolios are not permitted to invest in any single issuer that would exceed 10%

92
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 9—Postretirement Benefits (continued)


of total plan assets at the time of purchase. Torchmark does not employ any other special risk management techniques, such as derivatives, in managing the pension investment portfolio.

Torchmark's equity securities include an exchange traded fund that mirrors the S&P 500 index which better aligns with a passive approach rather than an actively managed portfolio. At December 31, 2018 , there were no restricted investments contained in the portfolio. Plan contributions have been invested primarily in fixed maturity and equity securities during the three years ended December 31, 2018 .

The following table presents projected benefit obligation (PBO) and accumulated benefit obligation (ABO) for the defined benefit pension plans and SERP at December 31, 2018 and 2017 .

Pension Liability
 
December 31,
 
2018
 
2017
 
PBO
 
ABO
 
PBO
 
ABO
Funded defined benefit pension
$
481,792

 
$
436,316

 
$
518,141

 
$
466,307

SERP
74,407

 
69,582

 
84,465

 
74,656

 
$
556,199

 
$
505,898

 
$
602,606

 
$
540,963


The following table discloses the assumptions used to determine Torchmark’s pension liabilities and costs for the appropriate periods. The discount and compensation increase rates are used to determine current year projected benefit obligations and subsequent year pension expense. The long-term rate of return is used to determine current year expense. Differences between assumptions and actual experience are included in actuarial gain or loss.

Weighted Average Pension Plan Assumptions
For Benefit Obligations at December 31:
2018
 
2017
 
 
Discount rate
4.37
%
 
3.75
%
 
 
Rate of compensation increase
4.00

 
4.37

 
 
For Periodic Benefit Cost for the Year:
2018
 
2017
 
2016
Discount rate
3.75
%
 
4.27
%
 
4.64
%
Expected long-term returns
6.72

 
6.96

 
7.19

Rate of compensation increase
4.37

 
4.31

 
4.33


The discount rate is determined based on the expected duration of plan liabilities. A yield is then derived based on the current market yield of a hypothetical portfolio of higher-quality corporate bonds that match the liability duration. The rate of compensation increase is projected based on Company experience, modified as appropriate for future expectations. The expected long-term rate of return on plan assets is management’s best estimate of the average rate of earnings expected to be received on the assets invested in the plan over the benefit period. In determining this assumption, consideration is given to the historical rate of return earned on the assets, the projected returns over future periods, and the discount rate used to compute benefit obligations.
 







93
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 9—Postretirement Benefits (continued)


Net periodic benefit cost for the defined benefit plans by expense component was as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Service cost—benefits earned during the period
$
21,092

 
$
17,942

 
$
15,502

Interest cost on projected benefit obligation
22,303

 
22,124

 
21,631

Expected return on assets
(25,547
)
 
(23,597
)
 
(23,127
)
Net amortization
15,003

 
12,281

 
10,135

Recognition of actuarial loss
(258
)
 
78

 
61

Net periodic benefit cost
$
32,593

 
$
28,828

 
$
24,202


An analysis of the impact on other comprehensive income (loss) concerning pensions and other postretirement benefits is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Balance at January 1
$
(193,380
)
 
$
(173,883
)
 
$
(152,149
)
Amortization of:
 
 
 
 
 
Prior service cost
535

 
476

 
477

Net actuarial (gain) loss (1)
14,560

 
11,960

 
9,691

Total amortization
15,095

 
12,436

 
10,168

Plan amendments
(2,377
)
 
—

 
—

Experience gain (loss)
30,591

 
(31,933
)
 
(31,902
)
Balance at December 31
$
(150,071
)
 
$
(193,380
)
 
$
(173,883
)
(1)
Includes amortization of postretirement benefits other than pensions of $92 thousand in 2018 , $155 thousand in 2017 , and $33 thousand in 2016 . 

94
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
 
Note 9—Postretirement Benefits (continued)


The following table presents a reconciliation from the beginning to the end of the year of the PBO and plan assets for the defined benefit plans and SERP. This table also presents the amounts previously recognized as a component of accumulated other comprehensive income.

Pension Benefits
 
Year Ended December 31,
 
2018
 
2017
Changes in PBO:
 
 
 
PBO at beginning of year
$
602,606

 
$
527,522

Service cost
21,092

 
17,942

Interest cost
22,303

 
22,124

Plan amendments
2,377

 
—

Actuarial loss (gain)
(67,270
)
 
55,369

Benefits paid
(24,909
)
 
(20,351
)
PBO at end of year
556,199

 
602,606

 
 
 
 
Changes in plan assets:
 
 
 
Fair value at beginning of year
377,624

 
328,871

Return on assets
(12,824
)
 
47,832

Contributions
52,781

 
21,272

Benefits paid
(24,909
)
 
(20,351
)
Fair value at end of year
392,672

 
377,624

Funded status at year end
$
(163,527
)
 
$
(224,982
)
Amounts recognized in accumulated other comprehensive income consist of:
 
 
 
Net loss (gain)
$
143,453

 
$
186,563

Prior service cost
5,976

 
4,135

Net amounts recognized at year end
$
149,429

 
$
190,698


The portion of other comprehensive income that is expected to be reflected in pension expense in 2019 is as follows:
Amortization of prior service cost
$
631

Amortization of net actuarial loss
7,580

Total
$
8,211


Torchmark has estimated its expected pension benefits to be paid over the next ten years as of December 31, 2018 . These estimates use the same assumptions that measure the benefit obligation at December 31, 2018 , taking estimated future employee service into account. Those estimated benefits are as follows:
For the year(s):
 
2019
$
21,442

2020
23,159

2021
24,806

2022
26,847

2023
28,661

2024-2028
167,177

 

95
TMK 2018 FORM 10-K



Note 10—Supplemental Disclosures of Cash Flow Information
 
The following table summarizes Torchmark’s noncash transactions, which are not reflected on the Consolidated Statements of Cash Flows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Stock-based compensation not involving cash
$
39,792

 
$
37,034

 
$
26,326

Commitments for low-income housing interests
50,883

 
33,846

 
56,818

Exchanges of fixed maturity investments
193,449

 
84,312

 
224,901

Net unsettled security trades
39,851

 
—

 
15,020

 
The following table summarizes certain amounts paid during the period:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Interest paid
$
83,518

 
$
82,494

 
$
81,338

Income taxes paid
91,510

 
74,379

 
79,790

 

96
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 11—Debt
 
The following table presents information about the terms and outstanding balances of Torchmark’s debt.
 
Selected Information about Debt Issues
  
 
 
 
 
 
 
As of December 31,
  
 
 
 
 
 
 
2018
 
2017
 
Annual
Interest
Rate
 
Issue
Date
 
Periodic
Interest
Payments
Due
 
Outstanding
Principal
(Par Value)
 
Outstanding
Principal
(Book Value)
 
Outstanding
Principal
(Fair Value)
 
Outstanding
Principal
(Book Value)
Long-term debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes, due 5/15/23 (3,5)
7.875
%
 
5/93
 
5/15 & 11/15
 
$
165,612

 
$
164,490

 
$
192,945

 
$
164,284

Senior Notes, due 6/15/19 (3,14)
9.250
%
 
6/09
 
6/15 & 12/15
 
—

 
—

 
—

 
291,888

Senior Notes, due 9/15/22 (3,7)
3.800
%
 
9/12
 
3/15 & 9/15
 
150,000

 
148,777

 
150,481

 
148,477

Senior Notes, due 9/15/28 (3,7)
4.550
%
 
9/18
 
3/15 & 9/15
 
550,000

 
543,169

 
558,825

 
—

Junior Subordinated Debentures due 3/15/36 (4,11,15)
—
%
(12)  
(10)  
 
quarterly
 
—

 
—

 
—

 
20,000

Junior Subordinated Debentures due 6/15/56 (4,8,11)
6.125
%
 
4/16
 
quarterly
 
300,000

 
290,520

 
301,200

 
290,460

Junior Subordinated Debentures due 11/17/57 (4,9)
5.275
%
 
11/17
 
6/15 & 12/15
 
125,000

 
123,354

 
94,129

 
123,342

Term loan due 5/17/21 (1,6)
3.595
%
(13)  
6/16
 
monthly
 
93,750

 
93,750

 
93,750

 
98,125

 
 
 
 
 
 
 
1,384,362

 
1,364,060

 
1,391,330

 
1,136,576

Less current maturity of term loan
 
6,875

 
6,875

 
6,875

 
4,375

Total long-term debt
 
1,377,487

 
1,357,185

 
1,384,455

 
1,132,201

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturity of term loan
 
6,875

 
6,875

 
6,875

 
4,375

Commercial paper (2)
 
302,100

 
300,973

 
300,973

 
323,692

Total short-term debt
 
308,975

 
307,848

 
307,848

 
328,067

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
 
$
1,686,462

 
$
1,665,033

 
$
1,692,303

 
$
1,460,268

(1)
The term loan has higher priority than all other debt issues.
(2)
Commercial paper has priority over all other debt except the term loan.
(3)
All securities, other than the term loan, commercial paper and Junior Subordinated Debentures have equal priority with one another.
(4)
All Junior Subordinated Debentures have equal priority, but are subordinate to all other issues.
(5)
Not callable.
(6)
Callable anytime.
(7)
Callable subject to “make-whole” premium.
(8)
Callable at any time on or after June15, 2021, and prior to this date upon the occurrence of a Tax Event or Rating Agency Event.
(9)
Callable at any time on or after November 17, 2022, and prior to this date upon the occurrence of a Tax Event or Rating Agency Event.
(10)
Assumed upon November 1, 2012 acquisition of Family Heritage.
(11)
Quarterly payments on the 15th of March, June, September, and December.
(12)
Interest paid at 3 Month LIBOR plus 330 basis points, resets each quarter.
(13)
Interest paid at 1 Month LIBOR plus 125 basis points, resets each month.
(14)
Redeemed on October 29, 2018.
(15)
Redeemed on June 15, 2018.




97
TMK 2018 FORM 10-K

    
TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 11—Debt (continued)

Contractual Debt Obligations : The following table presents expected scheduled principal payments under our contractual debt obligations:
 
Year Ended December 31,
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Debt obligations
$
308,975

 
$
9,375

 
$
77,500

 
$
150,000

 
$
165,612

 
$
975,000


Funded debt : On September 27, 2018, Torchmark completed the issuance and sale of $550 million in aggregate principal of Torchmark’s 4.55% Senior Notes due 2028. The notes were sold pursuant to Torchmark’s shelf registration statement on Form S-3. The net proceeds from the sale of the notes were $543 million , after giving effect to the underwriting discounts and commissions and offering expenses payable by Torchmark. Torchmark used the net proceeds from the sale of the notes to redeem the $293 million outstanding principal amount on Torchmark’s 9.25% Senior Notes on October 29, 2018, the payment of $11 million for the make-whole premium plus accrued and unpaid interest of $10 million , and to fund $150 million of additional capital to its insurance subsidiaries. Torchmark used the remaining net proceeds to repay outstanding commercial paper and for general corporate purposes. The Company recorded an $11 million loss on redemption of debt to Realized gains (losses) on the Consolidated Statements of Operations for the make-whole premium and removal of unamortized debt issuance cost.

Due to increasing variable interest rates, on June 15, 2018, the Company called its $20 million Junior Subordinated Debentures.

On November 17, 2017, Torchmark completed the issuance and sale of $125 million in aggregate principal of Torchmark’s 5.275% Junior Subordinated Debentures due 2057. The debentures were sold in a private placement pursuant to exemptions from the registration requirements of the Securities Act of 1933. The initial purchaser of the debentures was outside the United States. The net proceeds from the sale of the debentures were $123 million , after giving effect to the discount payable to the initial purchaser and expenses of the offering of the debentures. Torchmark used the net proceeds from the offering of the debentures to repay the $125 million outstanding principal, plus accrued interest of $143 thousand on the 5.875% Junior Subordinated Debentures on December 22, 2017. The Debentures were due December 15, 2052 and were callable beginning December 15, 2017. The Company recorded a $4 million loss on redemption of debt to Realized gains (losses) on the Consolidated Statements of Operations for the removal of unamortized debt issuance cost.

Credit Facility : On May 17, 2016, Torchmark amended its credit facility to include, as a part of the facility, the issuance of a $100 million term loan and to extend the maturity date of the entire credit facility to May 2021. The facility is further designated as a back-up credit line for a commercial paper program under which the Company may either borrow from the credit line or issue commercial paper at any time, with total commercial paper outstanding not to exceed the facility maximum of $750 million , less any letters of credit issued. Interest is charged at variable rates. The term loan will be repaid on a redemption schedule which provides for quarterly installments that began June 30, 2017 that escalate each annual period with a balloon payment of $75 million due in May 2021. Interest on the term loan is computed and paid monthly at 125 basis points plus 1 Month LIBOR. In accordance with the agreement, Torchmark is subject to certain covenants regarding capitalization. As of December 31, 2018 , the Company was in full compliance with these covenants.


98
TMK 2018 FORM 10-K

    
TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 11—Debt (continued)

Commercial paper outstanding and any amortization payments of the term loan due within one year are reported as short-term debt on the Consolidated Balance Sheets . A table presenting selected information concerning Torchmark’s commercial paper borrowings is presented below.
 
Credit Facility - Commercial Paper
 
At December 31,
 
2018
 
2017
Balance at end of period (at par value)
$
302,100

 
$
324,250

Annualized interest rate
2.93
%
 
1.78
%
Letters of credit outstanding
$
155,000

 
$
177,000

Remaining amount available under credit line
$
292,900

 
$
248,750


 
Year Ended December 31,
 
2018
 
2017
 
2016
Average balance outstanding during period
$
368,228

 
$
323,429

 
$
301,550

Daily-weighted average interest rate (annualized)
2.40
%
 
1.30
%
 
0.83
%
Maximum daily amount outstanding during period
$
525,990

 
$
455,912

 
$
412,676

 


99
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 12—Shareholders’ Equity
 
Share Data: A summary of common share activity is presented in the following chart.
 
Common Stock
 
Issued
 
Treasury
Stock
2016:
 
 
 
Balance at January 1, 2016
130,218,183

 
(7,848,231
)
Grants of restricted stock
—

 
12,549

Vesting of performance shares
—

 
159,020

Issuance of common stock due to exercise of stock options
—

 
2,184,169

Treasury stock acquired
—

 
(6,694,582
)
Retirement of treasury stock
(3,000,000
)
 
3,000,000

Balance at December 31, 2016
127,218,183

 
(9,187,075
)
2017:
 
 
 
Grants of restricted stock
—

 
9,135

Vesting of performance shares
—

 
119,896

Issuance of common stock due to exercise of stock options
—

 
1,661,808

Treasury stock acquired
—

 
(5,228,868
)
Retirement of treasury stock
(3,000,000
)
 
3,000,000

Balance at December 31, 2017
124,218,183

 
(9,625,104
)
2018:
 
 
 
Grants of restricted stock
—

 
10,805

Forfeitures of restricted stock
 
 
(7,500
)
Vesting of performance shares
—

 
149,898

Issuance of common stock due to exercise of stock options
—

 
897,622

Treasury stock acquired
—

 
(4,950,868
)
Retirement of treasury stock
(3,000,000
)
 
3,000,000

Balance at December 31, 2018
121,218,183

 
(10,525,147
)

There was no activity related to the preferred stock in years 2016 through 2018.
 
Acquisition of Common Shares : Torchmark shares are acquired from time to time through open market purchases under the Torchmark stock repurchase program when it is believed to be the best use of Torchmark’s excess cash flows. When stock options are exercised, proceeds from the exercises are generally used to repurchase approximately the number of shares available with those funds in order to reduce dilution. See the following summary below:
 
Torchmark Share Repurchase Program
 
Share Repurchase for Dilution Purposes
 
Shares Acquired
(in thousands)
 
Total Cost
 
Average Price
 
Shares Acquired
(in thousands)
 
Total Cost
 
Average Price
2018
4,406

 
$
371,794

 
$
84.38

 
571

 
$
49,955

 
$
87.54

2017
4,126

 
324,622

 
78.67

 
1,103

 
88,367

 
80.15

2016
5,208

 
311,332

 
59.78

 
1,487

 
93,452

 
62.87




100
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 12—Shareholders’ Equity (continued)

Restrictions : Restrictions exist on the flow of funds to Torchmark from its insurance subsidiaries. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. Dividends from insurance subsidiaries of Torchmark are restricted based on regulations by their states of domicile . Additionally, insurance company distributions are generally not permitted in excess of statutory surplus. Subsidiaries are also subject to certain minimum capital requirements. Subsidiaries of Torchmark paid cash dividends to the Parent Company in the amount of $448 million in 2018 , $454 million in 2017 , and $438 million in 2016 . As of December 31, 2018 , dividends and transfers from insurance subsidiaries to Parent available to be paid in 2019 are limited to the amount of $396 million without regulatory approval, such that $1.0 billion was considered restricted net assets of the subsidiaries. Dividends exceeding these limitations may be available during the year pending regulatory approval. While there are no legal restrictions on the payment of dividends to shareholders from Torchmark’s retained earnings, retained earnings as of December 31, 2018 were restricted by lenders’ covenants which require the Company to maintain and not distribute $3.8 billion from its total consolidated retained earnings of $5.2 billion .
 
Earnings per Share : A reconciliation of basic and diluted weighted-average shares outstanding used in the computation of basic and diluted earnings per share is as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Basic weighted average shares outstanding
112,872,581

 
116,342,529

 
120,001,191

Weighted average dilutive options outstanding
2,376,372

 
2,640,965

 
2,366,594

Diluted weighted average shares outstanding
115,248,953

 
118,983,494

 
122,367,785

Antidilutive shares
1,161,521

 
—

 
—


Antidilutive shares are excluded from the calculation of diluted earnings per share. 


101
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 13—Stock-Based Compensation
 
Torchmark’s stock-based compensation consists of stock options, restricted stock, restricted stock units, and performance shares. Certain employees and directors have been granted fixed equity options to buy shares of Torchmark stock at the market value of the stock on the date of grant, under the provisions of the Torchmark stock option plans. The options are exercisable during the period commencing from the date they vest until expiring according to the terms of the grant. Options generally expire the earlier of employee termination or option contract term, which are either seven -year or ten -year terms. Options generally vest in accordance with the following schedule:
 
 
 
Shares vested by period
 
Contract Period
 
6 Months
 
Year 1
 
Year 2
 
Year 3
 
Year 4
 
Year 5
Directors
7 years
 
100%
 
—%
 
—%
 
—%
 
—%
 
—%
Employees
7 years
 
—%
 
—%
 
50%
 
50%
 
—%
 
—%
Employees
10 years
 
—%
 
—%
 
25%
 
25%
 
25%
 
25%

All employee options vest immediately upon retirement on or after the attainment of age 65, upon death, or disability. Torchmark generally issues shares for the exercise of stock options from treasury stock. The Company generally uses the proceeds from option exercises to buy shares of Torchmark common stock in the open market to reduce the dilution from option exercises.
 
An analysis of shares available for grant is as follows:
 
Available for Grant
 
2018
 
2017
 
2016
Balance at January 1,
2,964,320

 
5,088,461

 
6,872,282

Approval of Torchmark Corporation 2018 Incentive Plan (1)
8,984,000

 
—

 
—

Cancellation of available shares from prior plans
(184,000
)
 
—

 
—

Options expired and forfeited during year (2)
41,317

 
26,488

 
8,518

Restricted stock expired and forfeited during year (3)
—

 
46,500

 
—

Options granted during year (2)
(1,262,037
)
 
(1,328,513
)
 
(1,306,306
)
Restricted stock, restricted stock units, and performance shares granted under the Torchmark Corporation 2011 Incentive Plans (3)
(1,120,840
)
 
(868,616
)
 
(486,033
)
Balance at December 31,
9,422,760

 
2,964,320

 
5,088,461

(1)
See plan document referenced in Exhibits .
(2)
Plan allows for grant of options such that each grant reduces shares available for grant in a range from 0.85 share to 1 share.
(3)
Plan allows for grant of restricted stock such that each stock grant reduces shares available for grant in a range from 3.1 shares to 3.88 shares.

A summary of stock compensation activity for each of the three years ended December 31, 2018 is presented below:
 
2018
 
2017
 
2016
Stock-based compensation expense recognized (1)
$
39,792

 
$
37,034

 
$
26,326

Tax benefit recognized
14,806

 
32,511

 
27,867

(1)
No stock-based compensation expense was capitalized in any period.

Additional stock compensation information is as follows at December 31:
 
2018
 
2017
Unrecognized compensation (1)
$
38,627

 
$
31,309

Weighted average period of expected recognition (in years) (1)
0.81

 
0.86

(1)
Includes restricted stock and performance shares.

102
TMK 2018 FORM 10-K


TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 13—Stock-Based Compensation (continued)


No equity awards were cash settled during the three years ended December 31, 2018 .

Options: The following table summarizes information about stock options outstanding at December 31, 2018 .
 
Options Outstanding
 
Options Exercisable
Range of
Exercise Prices
Number
Outstanding
 
Weighted-
Average
Remaining
Contractual
Life (Years)
 
Weighted-
Average
Exercise
Price
 
Number
Exercisable
 
Weighted-
Average
Exercise
Price
$29.59 - $37.40
909,471

 
1.57
 
$
36.21

 
909,471

 
$
36.21

50.64
1,308,101

 
5.38
 
50.64

 
467,288

 
50.64

50.69 - 51.62
920,372

 
2.66
 
50.70

 
859,552

 
50.70

53.61 - 56.32
1,251,337

 
3.60
 
53.66

 
1,117,163

 
53.66

73.92 - 77.26
1,439,081

 
6.19
 
77.24

 
10,843

 
74.29

83.17 - 90.21
1,375,403

 
7.31
 
87.62

 
28,773

 
88.44

$29.59 - $90.21
7,203,765

 
4.77
 
$
61.72

 
3,393,090

 
$
48.18

 
An analysis of option activity for each of the three years ended December 31, 2018 is as follows:
 
2018
 
2017
 
2016
 
Options
 
Weighted Average
Exercise Price
 
Options
 
Weighted Average
Exercise Price
 
Options
 
Weighted Average
Exercise Price
Outstanding—beginning of year
6,753,801

 
$
53.59

 
6,973,591

 
$
44.64

 
7,734,841

 
$
38.84

Granted:
 
 
 
 
 
 
 
 
 
 
 
7-year term
845,773

 
87.63

 
933,286

 
77.19

 
834,212

 
50.78

10-year term
543,130

 
87.60

 
535,220

 
77.26

 
597,225

 
50.64

Exercised
(897,622
)
 
40.21

 
(1,661,808
)
 
36.84

 
(2,184,169
)
 
28.08

Expired and forfeited
(41,317
)
 
70.90

 
(26,488
)
 
57.94

 
(8,518
)
 
39.35

Outstanding—end of year
7,203,765

 
$
61.72

 
6,753,801

 
$
53.59

 
6,973,591

 
$
44.64

 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at end of year
3,393,090

 
$
48.18

 
2,928,979

 
$
43.79

 
3,115,847

 
$
36.81


Additional information about Torchmark’s stock option activity as of December 31, 2018 and 2017 is as follows:
 
2018
 
2017
Outstanding options:
 
 
 
Weighted-average remaining contractual term (in years)
4.77

 
4.89

Aggregate intrinsic value
$
114,161

 
$
231,277

Exercisable options:
 
 
 
Weighted-average remaining contractual term (in years)
2.89

 
2.99

Aggregate intrinsic value
$
89,817

 
$
137,424

 






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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 13—Stock-Based Compensation (continued)

Selected stock option activity for the three years ended December 31, 2018 is presented below:
 
2018
 
2017
 
2016
Weighted-average grant-date fair value of options granted
(per share)
$
15.65

 
$
12.88

 
$
9.04

Intrinsic value of options exercised
42,517

 
70,948

 
73,995

Cash received from options exercised
36,091

 
61,215

 
61,329

Actual tax benefit received
8,929

 
24,832

 
25,898


Additional information concerning Torchmark’s unvested options is as follows at December 31:
 
2018
 
2017
Number of shares outstanding
3,810,675

 
3,824,822

Weighted-average exercise price (per share)
$
73.78

 
$
61.10

Weighted-average remaining contractual term (in years)
6.45

 
6.34

Aggregate intrinsic value
$
24,344

 
$
113,246

 
Torchmark expects that substantially all unvested options will vest.

Restricted Stock: Restricted stock grants consist of time-vested grants, restricted stock units, and performance shares. Time-vested restricted stock is available to both senior executives and directors. The employee grants generally vest over five years and the director grants vest over six months. Restricted stock units are available only to directors. They vest over six months and are not converted to shares until the directors’ retirement, death, or disability. Director restricted stock and restricted stock units are generally granted on the first work day of the year. Performance shares are granted to a limited number of senior executives. Performance shares have a three -year contract life and are not settled in shares until the termination of the three -year contract period. While the grant specifies a stated target number of shares, the determination of the actual settlement in shares will be based on the achievement of certain performance objectives of Torchmark over the respective three -year contract periods. Certain executive restricted stock and performance share grants contain terms related to age that could accelerate vesting.

Below are the following restricted stock units outstanding for each of the three years ended 2018 . All restricted stock units were fully vested at the end of each year of grant.
Year of grants
Outstanding as of year end
2016
112,591

2017
120,326

2018
102,116


Below is the final determination of the performance share grants in 2014 to 2016 :
Year of grants
Final settlement of shares
 
Final settlement date
2014
119,896

 
February 21, 2017
2015
149,898

 
February 27, 2018
2016
311,399

 
February 28, 2019
For the 2017 and 2018 performance share grants, actual shares that could be distributed range from 0 to 306 thousand for the 2017 grants and 0 to 318 thousand shares for the 2018 grants.



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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 13—Stock-Based Compensation (continued)

A summary of restricted stock grants for each of the years in the three-year period ended December 31, 2018 is presented in the table below.
 
2018
 
2017
 
2016
Directors restricted stock:
 
 
 
 
 
Shares
10,805

 
9,135

 
12,549

Price per share
$
88.19

 
$
73.92

 
$
57.39

Aggregate value
$
953

 
$
675

 
$
720

Percent vested as of 12/31/18
100
%
 
100
%
 
85
%
Directors restricted stock units (including dividend equivalents):
 
 
 
 
 
Shares
7,688

 
7,735

 
6,912

Price per share
$
89.15

 
$
74.45

 
$
56.74

Aggregate value
$
685

 
$
576

 
$
392

Percent vested as of 12/31/18
100
%
 
100
%
 
100
%
Performance shares:
 
 
 
 
 
Target shares
159,000

 
153,000

 
167,500

Target price per share
$
87.60

 
$
77.26

 
$
50.64

Assumed adjustment for performance objectives (in shares)
179,415

 
106,084

 
(35,073
)
Aggregate value
$
13,928

 
$
11,821

 
$
8,482

Percent vested as of 12/31/18
—
%
 
—
%
 
—
%

Time-vested restricted stockholders, both employees and directors, are entitled to dividend payments on the unvested stock. Restricted stock unit holders are entitled to dividend equivalents. These equivalents are granted in the form of additional restricted stock units and vest immediately upon grant. Dividend equivalents are applicable only to restricted stock units. Performance shareholders are not entitled to dividend equivalents and are not entitled to dividend payments until the shares are vested and settled.

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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 13—Stock-Based Compensation (continued)

An analysis of unvested restricted stock is as follows:
 
Executive
Restricted
Stock
 
Executive
Performance
Shares
 
Directors
Restricted
Stock
 
Directors
Restricted
Stock
Units
 
Total
2016:
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
187,665

 
459,017

 
—

 
—

 
646,682

Grants
—

 
167,500

 
12,549

 
6,912

 
186,961

Additional performance shares (1)
—

 
(35,073
)
 
—

 
—

 
(35,073
)
Restriction lapses
(130,215
)
 
(159,020
)
 
(10,655
)
 
(6,912
)
 
(306,802
)
Forfeitures
—

 
—

 
—

 
—

 
—

Balance at December 31, 2016
57,450

 
432,424

 
1,894

 
—

 
491,768

2017:
 
 
 
 
 
 
 
 
 
Grants
—

 
153,000

 
9,135

 
7,735

 
169,870

Additional performance shares (1)
—

 
106,084

 
—

 
—

 
106,084

Restriction lapses
(14,700
)
 
(119,896
)
 
(11,029
)
 
(7,735
)
 
(153,360
)
Forfeitures
(7,500
)
 
(7,500
)
 
—

 
—

 
(15,000
)
Balance at December 31, 2017
35,250

 
564,112

 
—

 
—

 
599,362

2018:
 
 
 
 
 
 
 
 
 
Grants
—

 
159,000

 
10,805

 
7,688

 
177,493

Additional performance shares (1)
—

 
179,415

 
—

 
—

 
179,415

Restriction lapses
(23,250
)
 
(149,898
)
 
(10,805
)
 
(7,688
)
 
(191,641
)
Forfeitures
—

 
—

 
—

 
—

 
—

Balance at December 31, 2018
12,000

 
752,629

 
—

 
—

 
764,629

(1)
Estimated additional (reduced) share grants expected due to achievement of performance criteria.

An analysis of the weighted-average grant-date fair values per share of unvested restricted stock is as follows for the year 2018 :
 
Executive Restricted Stock
 
Executive Performance Shares
 
Directors Restricted Stock
 
Directors Restricted Stock Units
Grant-date fair value per share at January 1, 2018
$
41.93

 
$
56.64

 
$
—

 
$
—

Grants
—

 
87.60

 
88.19

 
89.33

Estimated additional performance shares
—

 
70.39

 
—

 
—

Restriction lapses
(37.40
)
 
(53.61
)
 
(88.19
)
 
(89.33
)
Forfeitures
—

 
—

 
—

 
—

Grant-date fair value per share at December 31, 2018
50.69

 
67.06

 
—

 
—


106
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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 14—Business Segments
 
Torchmark is organized into four segments: life insurance, supplemental health insurance, annuities, and investments. We also have other administrative expenses reported in "Corporate & Other."

Torchmark’s reportable segments are based on the insurance product lines it markets and administers: life insurance, supplemental health insurance, and annuities. These major product lines are set out as reportable segments because of the common characteristics of products within these categories, comparability of margins, and the similarity in regulatory environment and management techniques. There is also an investment segment which manages the investment portfolio, debt, and cash flow for the insurance segments and the corporate function. Torchmark's chief operating decision makers evaluate the overall performance of the operations of the Company in accordance with these segments.
 
Life insurance products include traditional and interest-sensitive whole life insurance as well as term life insurance. Health insurance products are generally guaranteed-renewable and include Medicare Supplement, critical illness, accident, and limited-benefit supplemental hospital and surgical coverage. Annuities include fixed-benefit contracts.
 
Torchmark markets its insurance products through a number of distribution channels, each of which sells the products of one or more of Torchmark’s insurance segments. The tables below present segment premium revenue by each of Torchmark’s distribution channels.
 
Torchmark Corporation
Premium Income by Distribution Channel
 
For the Year 2018
 
Life
 
Health
 
Annuity
 
Total
Distribution Channel
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive
$
1,081,333

 
45
 
$
93,313

 
9
 
$
—

 
—
 
$
1,174,646

 
34
Direct Response
828,935

 
34
 
76,297

 
7
 
—

 
—
 
905,232

 
26
Liberty National Exclusive
278,878

 
12
 
191,378

 
19
 
—

 
—
 
470,256

 
14
United American Independent
11,451

 
1
 
381,076

 
38
 
12

 
100
 
392,539

 
12
Family Heritage Exclusive
3,501

 
—
 
273,275

 
27
 
—

 
—
 
276,776

 
8
Other
202,457

 
8
 
—

 
—
 
—

 
—
 
202,457

 
6
 
$
2,406,555

 
100
 
$
1,015,339

 
100
 
$
12

 
100
 
$
3,421,906

 
100

 
For the Year 2017
 
Life
 
Health
 
Annuity
 
Total
Distribution Channel
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive
$
999,279

 
43
 
$
89,036

 
9

 
$
—

 
—
 
$
1,088,315

 
33
Direct Response
812,907

 
35
 
73,468

 
8

 
—

 
—
 
886,375

 
27
Liberty National Exclusive
274,635

 
12
 
196,207

 
20

 
—

 
—
 
470,842

 
14
United American Independent
12,547

 
1
 
364,128

 
37

 
15

 
100
 
376,690

 
12
Family Heritage Exclusive
3,193

 
—
 
253,534

 
26

 
—

 
—
 
256,727

 
8
Other
203,986

 
9
 
—

 
—

 
—

 
—
 
203,986

 
6
 
$
2,306,547

 
100
 
$
976,373

 
100

 
$
15

 
100
 
$
3,282,935

 
100


107
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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

 
For the Year 2016
 
Life
 
Health
 
Annuity
 
Total
Distribution Channel
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
American Income Exclusive
$
913,355

 
42
 
$
84,382

 
9
 
$
—

 
—
 
$
997,737

 
32
Direct Response
782,765

 
36
 
70,393

 
7
 
—

 
—
 
853,158

 
27
Liberty National Exclusive
270,476

 
12
 
201,798

 
21
 
—

 
—
 
472,274

 
15
United American Independent
13,733

 
1
 
355,015

 
38
 
38

 
100
 
368,786

 
12
Family Heritage Exclusive
2,866

 
—
 
236,075

 
25
 
—

 
—
 
238,941

 
8
Other
206,138

 
9
 
—

 
—
 
—

 
—
 
206,138

 
6
 
$
2,189,333

 
100
 
$
947,663

 
100
 
$
38

 
100
 
$
3,137,034

 
100

Due to the nature of the life insurance industry, Torchmark has no individual or group which would be considered a major customer. Substantially all of Torchmark’s business is conducted in the United States.
 
The measure of profitability established by the chief operating decision makers for insurance segments is underwriting margin before other income and administrative expenses, in accordance with the manner the segments are managed. It essentially represents gross profit margin on insurance products before insurance administrative expenses and consists primarily of premium less net policy benefits, acquisition expenses, and commissions. Required interest on net policy liabilities (benefit reserves less deferred acquisition costs) is reflected as a component of the Investment segment (rather than as a component of underwriting margin in the insurance and annuity segments) in order to match this cost with the investment income earned on the assets supporting the net policy liabilities.
 
The measure of profitability for the Investment segment is excess investment income, which represents the income earned on the investment portfolio in excess of net policy requirements and financing costs associated with Torchmark’s debt. Other than the above-mentioned interest allocations and an intersegment commission, there are no other intersegment revenues or expenses. Expenses directly attributable to corporate operations are included in the “Corporate & Other” category. Stock-based compensation expense is considered a corporate expense by Torchmark management and is included in this category. All other unallocated revenues and expenses on a pretax basis, including insurance administrative expense, are also included in the “Corporate & Other” segment category.
 
Torchmark holds a sizable investment portfolio to support its insurance liabilities, the yield from which is used to offset policy benefit, acquisition, administrative and tax expenses. This yield or investment income is taken into account when establishing premium rates and profitability expectations of its insurance products. In holding such a portfolio, investments are sold, called, or written down from time to time, resulting in a realized gain or loss. These gains or losses generally occur as a result of disposition due to issuer calls, compliance with Company investment policies, or other reasons often beyond management’s control. Unlike investment income, realized gains and losses are incidental to insurance operations, and only overall yields are considered when setting premium rates or insurance product profitability expectations. While these gains and losses are not relevant to segment profitability or core operating results, they can have a material positive or negative result on net income. For these reasons, management removes realized investment gains and losses when it views its segment operations.

Management removes items that are related to prior periods when evaluating the operating results of current periods. Management also removes non-operating items unrelated to its core insurance activities when evaluating those results. Therefore, these items are excluded in its presentation of segment results, because accounting guidance requires that operating segment results be presented as management views its business. With the exception of the administrative settlements noted in the paragraphs above, all of these items are included in “Other operating expense” in the Consolidated Statements of Operations for the appropriate year. See additional detail below in the tables.




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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

The following tables set forth a reconciliation of Torchmark’s revenues and operations by segment to its major income statement line items. See Note 1—Significant Accounting Policies for additional information concerning reconciling items of segment profits to pretax income.
 
For the year 2018
 
Life
 
Health
 
Annuity
 
Investment
 
Corporate & Other
 
Adjustments
 
Consolidated
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premium
$
2,406,555

 
$
1,015,339

 
$
12

 
$
—

 
$
—

 
$
—

 
 
$
3,421,906

Net investment income
—

 
—

 
—

 
882,512

 
—

 
—

 
 
882,512

Other income
—

 
—

 
—

 
—

 
1,236

 
(99
)
(2)  
 
1,137

Total revenue
2,406,555

 
1,015,339

 
12

 
882,512

 
1,236

 
(99
)
 
 
4,305,555

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Policy benefits
1,591,790

 
649,188

 
34,264

 
—

 
—

 
—


 
2,275,242

Required interest on reserves
(636,040
)
 
(83,243
)
 
(47,357
)
 
766,640

 
—

 
—

 
 
—

Required interest on deferred acquisition costs
194,297

 
24,412

 
589

 
(219,298
)
 
—

 
—

 
 
—

Amortization of acquisition costs
414,200

 
100,376

 
2,114

 
—

 
—

 
—

 
 
516,690

Commissions, premium taxes, and non-deferred acquisition costs
190,007

 
88,553

 
26

 
—

 
—

 
(99
)
(2)  
 
278,487

Insurance administrative expense (1)
—

 
—

 
—

 
—

 
223,941

 
3,590

(3)  
 
227,531

Parent expense
—

 
—

 
—

 
—

 
10,684

 
1,578

(4)  
 
12,262

Stock-based compensation expense
—

 
—

 
—

 
—

 
39,792

 
—


 
39,792

Interest expense
—

 
—

 
—

 
90,076

 
—

 
—

 
 
90,076

Total expenses
1,754,254

 
779,286

 
(10,364
)
 
637,418

 
274,417

 
5,069

 
 
3,440,080

Subtotal
652,301

 
236,053

 
10,376

 
245,094

 
(273,181
)
 
(5,168
)
 
 
865,475

Non-operating items
—

 
—

 
—

 
—

 
—

 
5,168

(3,4)  
 
5,168

Measure of segment profitability (pretax)
$
652,301

 
$
236,053

 
$
10,376

 
$
245,094

 
$
(273,181
)
 
$
—

 
 
870,643

 
 
 
 
Realized gain (loss)—investments
 
 
9,274

Realized loss — redemption of debt
 
 
(11,078
)
Administrative settlements
 
 
(3,590
)
Non-operating fees
 
 
(1,578
)
Income before income taxes per Consolidated Statement of Operations
 
 
$
863,671

(1)
Administrative expense is not allocated to insurance segments.
(2)
Elimination of intersegment commission.
(3)
In 2018 , the Company recorded $3.6 million in administrative settlements related to state regulatory examinations. These administrative settlements were included in "Policyholder benefits" in the Consolidated Statements of Operations .
(4)
Non-operating fees.










109
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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

 
For the year 2017
 
Life
 
Health
 
Annuity
 
Investment
 
Corporate & Other
 
Adjustments
 
Consolidated
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premium
$
2,306,547

 
$
976,373

 
$
15

 
$
—

 
$
—

 
$
—

 
 
$
3,282,935

Net investment income
—

 
—

 
—

 
847,885

 
—

 
—

 
 
847,885

Other income
—

 
—

 
—

 
—

 
1,270

 
(128
)
(2)  
 
1,142

Total revenue
2,306,547

 
976,373

 
15

 
847,885

 
1,270

 
(128
)
 
 
4,131,962

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Policy benefits
1,549,602

 
628,640

 
35,836

 
—

 
—

 
13,797

(3,4)  
 
2,227,875

Required interest on reserves
(607,007
)
 
(77,792
)
 
(49,571
)
 
734,370

 
—

 
—

 
 
—

Required interest on deferred acquisition costs
186,236

 
23,454

 
690

 
(210,380
)
 
—

 
—

 
 
—

Amortization of acquisition costs
396,268

 
96,519

 
2,466

 
—

 
—

 
(4,850
)
(4)  
 
490,403

Commissions, premium taxes, and non-deferred acquisition costs
177,111

 
86,044

 
32

 
—

 
—

 
1,673

(2,5)  
 
264,860

Insurance administrative expense (1)
—

 
—

 
—

 
—

 
210,590

 
—

 
 
210,590

Parent expense
—

 
—

 
—

 
—

 
9,631

 
—

 
 
9,631

Stock-based compensation expense
—

 
—

 
—

 
—

 
33,654

 
3,380

(6)  
 
37,034

Interest expense
—

 
—

 
—

 
84,532

 
—

 
—

 
 
84,532

Total expenses
1,702,210

 
756,865

 
(10,547
)
 
608,522

 
253,875

 
14,000

 
 
3,324,925

Subtotal
604,337

 
219,508

 
10,562

 
239,363

 
(252,605
)
 
(14,128
)
 
 
807,037

Non-operating items
—

 
—

 
—

 
—

 
—

 
14,128

(3,4,5,6)  
 
14,128

Measure of segment profitability (pretax)
$
604,337

 
$
219,508

 
$
10,562

 
$
239,363

 
$
(252,605
)
 
$
—

 
 
821,165

 
 
 
 
Realized gain (loss)—investments
 
 
27,652

Realized loss — redemption of debt
 
 
(4,041
)
Administrative settlements
 
 
(8,659
)
Non-operating fees
 
 
(288
)
Guaranty fund assessments
 
 
(1,801
)
Stock-based compensation expense—Tax reform adjustment
 
 
(3,380
)
Income before income taxes per Consolidated Statement of Operations
 
 
830,648

(1)
Administrative expense is not allocated to insurance segments.
(2)
Elimination of intersegment commission.
(3)
In 2017 , the Company recorded $8.7 million ( $5.6 million , net of tax) in administrative settlements where claims were not properly filed or information to support the validity of the claim had not been properly submitted. These administrative settlements were included in "Policyholder benefits" in the Consolidated Statements of Operations .
(4)
Non-operating fees.
(5)
In 2017 , the Company recorded $1.8 million ( $1.2 million , net of tax) in unrecoverable guaranty fund assessments. See Note 6—Commitment and Contingencies for further discussion.
(6)
The Company increased stock-based compensation expense by $3.4 million ( $2.2 million , net of tax) due to the impact of the tax rate change on certain performance-based equity awards.












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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

 
For the Year 2016
 
Life
 
Health
 
Annuity
 
Investment
 
Corporate & Other
 
Adjustments
 
Consolidated
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premium
$
2,189,333

 
$
947,663

 
$
38

 
$
—

 
$
—

 
$
—

 
 
$
3,137,034

Net investment income
—

 
—

 
—

 
806,903

 
—

 
—

 
 
806,903

Other income
—

 
—

 
—

 
—

 
1,534

 
(159
)
(2)  
 
1,375

Total revenue
2,189,333

 
947,663

 
38

 
806,903

 
1,534

 
(159
)
 
 
3,945,312

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Policy benefits
1,475,477

 
612,725

 
36,751

 
—

 
—

 
3,795

(3)  
 
2,128,748

Required interest on reserves
(577,827
)
 
(73,382
)
 
(51,131
)
 
702,340

 
—

 
—

 
 
—

Required interest on deferred acquisition costs
178,946

 
23,060

 
807

 
(202,813
)
 
—

 
—

 
 
—

Amortization of acquisition costs
374,499

 
90,385

 
4,179

 
—

 
—

 
—

 
 
469,063

Commissions, premium taxes, and non-deferred acquisition costs
164,476

 
84,819

 
38

 
—

 
—

 
(159
)
(2)  
 
249,174

Insurance administrative expense (1)
—

 
—

 
—

 
—

 
196,598

 
553

(4)  
 
197,151

Parent expense
—

 
—

 
—

 
—

 
8,587

 
—

 
 
8,587

Stock-based compensation expense
—

 
—

 
—

 
—

 
26,326

 
—

 
 
26,326

Interest expense
—

 
—

 
—

 
83,345

 
—

 
—

 
 
83,345

    Total expenses
1,615,571

 
737,607

 
(9,356
)
 
582,872

 
231,511

 
4,189

 
 
3,162,394

Subtotal
573,762

 
210,056

 
9,394

 
224,031

 
(229,977
)
 
(4,348
)
 
 
782,918

Non-operating items
—

 
—

 
—

 
—

 
—

 
4,348

'(3,4)  
 
4,348

Measure of segment profitability (pretax)
$
573,762

 
$
210,056

 
$
9,394

 
$
224,031

 
$
(229,977
)
 
$
—

 
 
787,266

 
 
 
 
Realized gain (loss)—investments
 
 
(10,683
)
Administrative settlements
 
 
(3,795
)
Non-operating fees
 
 
(553
)
Income before income taxes per Consolidated Statement of Operations
 
 
$
772,235

(1)
Administrative expense is not allocated to insurance segments.
(2)
Elimination of intersegment commission.
(3)
In 2016 , the Company recorded $3.8 million in administrative settlements related to benefits paid for deaths occurring in prior years where claims had not been filed. These administrative settlements were included in "Policyholder benefits" in the Consolidated Statements of Operations .
(4)
Non-operating fees.


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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

Assets for each segment are reported based on a specific identification basis. The insurance segments’ assets contain DAC. The investment segment includes the investment portfolio, cash, and accrued investment income. Goodwill is assigned to the insurance segments at the time of purchase. All other assets are included in the Other category. The table below reconciles segment assets to total assets as reported in the consolidated financial statements.
 
Assets by Segment
 
At December 31, 2018
 
Life
 
Health
 
Annuity
 
Investment
 
Other
 
Consolidated
Cash and invested assets
$
—

 
$
—

 
$
—

 
$
17,239,570

 
$
—

 
$
17,239,570

Accrued investment income
—

 
—

 
—

 
243,003

 
—

 
243,003

Deferred acquisition costs
3,580,693

 
548,640

 
8,592

 
—

 
—

 
4,137,925

Goodwill
309,609

 
131,982

 
—

 
—

 
—

 
441,591

Other assets
—

 
—

 
—

 
—

 
1,033,633

 
1,033,633

Total assets
$
3,890,302

 
$
680,622

 
$
8,592

 
$
17,482,573

 
$
1,033,633

 
$
23,095,722


 
At December 31, 2017
 
Life
 
Health
 
Annuity
 
Investment
 
Other
 
Consolidated
Cash and invested assets
$
—

 
$
—

 
$
—

 
$
17,853,047

 
$
—

 
$
17,853,047

Accrued investment income
—

 
—

 
—

 
233,453

 
—

 
233,453

Deferred acquisition costs
3,423,296

 
529,068

 
5,699

 
—

 
—

 
3,958,063

Goodwill
309,609

 
131,982

 
—

 
—

 
—

 
441,591

Other assets
—

 
—

 
—

 
—

 
988,831

 
988,831

Total assets
$
3,732,905

 
$
661,050

 
$
5,699

 
$
18,086,500

 
$
988,831

 
$
23,474,985

 
Liabilities for each segment are reported also on a specific identification basis similar to the assets. The insurance segments' liabilities contain future policy benefits, unearned and advance premiums, and policy claims and other benefits payable. Other policyholders' funds are included in Other as well as current and deferred income taxes payable. Debt represents both short and long-term.

Liabilities by Segment
 
At December 31, 2018
 
Life
 
Health
 
Annuity
 
Investment
 
Other
 
Consolidated
Future policy benefits
$
10,847,356

 
$
1,927,732

 
$
1,178,738

 
$
—

 
$
—

 
$
13,953,826

Unearned and advance premiums
17,850

 
43,358

 
—

 
—

 
—

 
61,208

Policy claims and other benefits payable
196,298

 
154,528

 
—

 
—

 
—

 
350,826

Debt
—

 
—

 
—

 
1,665,033

 
—

 
1,665,033

Other
—

 
—

 
—

 
—

 
1,649,652

 
1,649,652

Total liabilities
$
11,061,504

 
$
2,125,618

 
$
1,178,738


$
1,665,033


$
1,649,652


$
17,680,545


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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
 
Note 14—Business Segments (continued)

 
At December 31, 2017
 
Life
 
Health
 
Annuity
 
Investment
 
Other
 
Consolidated
Future policy benefits
$
10,353,286

 
$
1,831,338

 
$
1,254,848

 
$
—

 
$
—

 
$
13,439,472

Unearned and advance premiums
16,927

 
44,503

 
—

 
—

 
—

 
61,430

Policy claims and other benefits payable
186,429

 
146,865

 
—

 
—

 
—

 
333,294

Debt
—

 
—

 
—

 
1,460,268

 
—

 
1,460,268

Other
—

 
—

 
—

 
—

 
1,949,100

 
1,949,100

Total liabilities
$
10,556,642

 
$
2,022,706

 
$
1,254,848

 
$
1,460,268

 
$
1,949,100

 
$
17,243,564


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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)

Note 15—Selected Quarterly Data (Unaudited)
 
The following is an unaudited summary of quarterly results for the two years ended December 31, 2018 . The information includes all adjustments (consisting of normal accruals) which management considers necessary for a fair presentation of the results of operations for these periods.
 
Three Months Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
2018:
 
 
 
 
 
 
 
Premium income
$
850,106

 
$
853,979

 
$
860,750

 
$
857,071

Net investment income
218,084

 
218,568

 
221,627

 
224,233

Realized gains (losses)
1,951

 
11,813

 
1,032

 
(16,600
)
Total revenue
1,070,436

 
1,084,776

 
1,083,802

 
1,064,737

Policyholder benefits
569,889

 
568,377

 
567,856

 
569,120

Amortization of deferred acquisition costs
129,620

 
129,077

 
129,492

 
128,501

Pretax income from continuing operations
212,842

 
226,864

 
220,330

 
203,635

Income from continuing operations
173,711

 
184,393

 
178,700

 
164,706

Income (loss) from discontinued operations
(111
)
 
32

 
24

 
11

Net income
173,600

 
184,425

 
178,724

 
164,717

Basic net income per common share:
 
 
 
 
 
 
 
Continuing operations
1.52

 
1.63

 
1.59

 
1.48

Discontinued operations
—

 
—

 
—

 
—

Total basic net income per common share
1.52

 
1.63

 
1.59

 
1.48

Diluted net income per common share:
 
 
 
 
 
 
 
Continuing operations
1.49

 
1.59

 
1.55

 
1.45

Discontinued operations
—

 
—

 
—

 
—

Total diluted net income per common share
1.49

 
1.59

 
1.55

 
1.45


 
Three Months Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
2017:
 
 
 
 
 
 
 
Premium income
$
820,631

 
$
816,614

 
$
819,217

 
$
826,473

Net investment income
208,282

 
212,776

 
213,872

 
212,955

Realized gains (losses)
(5,748
)
 
(705
)
 
12,595

 
17,469

Total revenue
1,023,581

 
1,029,078

 
1,046,015

 
1,056,899

Policyholder benefits
557,776

 
556,415

 
551,219

 
562,465

Amortization of deferred acquisition costs
125,908

 
122,121

 
122,334

 
120,040

Pretax income from continuing operations
191,741

 
201,926

 
220,610

 
216,371

Income from continuing operations
137,178

 
140,363

 
153,346

 
1,027,376

Income from discontinued operations
(3,637
)
 
(90
)
 
(12
)
 
(30
)
Net income
133,541

 
140,273

 
153,334

 
1,027,346

Basic net income per common share:
 
 
 
 
 
 
 
Continuing operations
1.16

 
1.20

 
1.32

 
8.93

Discontinued operations
(0.03
)
 
—

 
—

 
—

Total basic net income per common share
1.13

 
1.20

 
1.32

 
8.93

Diluted net income per common share:
 
 
 
 
 
 
 
Continuing operations
1.14

 
1.18

 
1.29

 
8.71

Discontinued operations
(0.03
)
 
—

 
—

 
—

Total diluted net income per common share
1.11

 
1.18

 
1.29

 
8.71



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
None.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures : Torchmark, under the direction of the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by Torchmark in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to Torchmark’s management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
 
As of the end of the fiscal year completed December 31, 2018 , an evaluation was performed under the supervision and with the participation of Torchmark management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, of Torchmark’s disclosure controls and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon their evaluation, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that Torchmark's disclosure controls and procedures are effective as of the date of this Form 10-K. In compliance with Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this Form 10-K.

Management's Annual Report on Internal Control over Financial Reporting : Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Management evaluated the design and operating effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon their evaluation as of December 31, 2018 , the Co-Chairmen and Chief Executive Officers, and the Executive Vice President and Chief Financial Officer have concluded that Torchmark’s internal control over financial reporting is effective as of the date of this Form 10-K. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this Form 10-K.

Changes in Internal Control over Financial Reporting : As of the quarter ended December 31, 2018 , there have not been any changes in Torchmark’s internal control over financial reporting or in other factors that could significantly affect this control over financial reporting subsequent to the date of their evaluation which have materially affected, or are reasonably likely to materially affect, Torchmark’s internal control over financial reporting.

Refer to Deloitte & Touche LLP's , independent registered public accounting firm, attestation report on the Company's internal controls over financial reporting.
 

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management at Torchmark Corporation is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and for assessing the effectiveness of internal control on an annual basis. As a framework for assessing internal control over financial reporting, the Company utilizes the criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
 
Management evaluated the Company’s internal control over financial reporting, and based on its assessment, determined that the Company’s internal control over financial reporting was effective as of December 31, 2018 . The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting as stated in their report which is included herein.
 
/s/ Gary L. Coleman
 
Gary L. Coleman
Co-Chairman and Chief Executive Officer
 
 
 
/s/ Larry M. Hutchison
 
Larry M. Hutchison
Co-Chairman and Chief Executive Officer
 
 
 
/s/ Frank M. Svoboda
 
Frank M. Svoboda
Executive Vice President and Chief Financial Officer
 
 
February 28, 2019

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
To the shareholders and the Board of Directors of Torchmark Corporation (McKinney, Texas)


Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Torchmark Corporation and subsidiaries (“Torchmark”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, Torchmark maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2018 of Torchmark and our report dated February 28, 2019 expressed an unqualified opinion on those financial statements and financial statement schedules.
Basis for Opinion
Torchmark’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Torchmark’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 2019


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ITEM 9B. OTHER INFORMATION
 
There were no items required.

PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Information required by this item is incorporated by reference from the sections entitled “Election of Directors,” “Profiles of Director Nominees,” “Executive Officers,” “Audit Committee Report,” “Governance Guidelines and Codes of Ethics,” “Director Qualification Standards,” “Procedures for Director Nominations by Shareholders,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 2019 (the Proxy Statement), which is to be filed with the Securities and Exchange Commission (SEC).
 
ITEM 11. EXECUTIVE COMPENSATION
 
Information required by this item is incorporated by reference from the sections entitled “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Summary Compensation Table”, "CEO Pay Ratio", “ 2018 Grants of Plan-based Awards”, “Outstanding Equity Awards at Fiscal Year End 2018 ”, “Option Exercises and Stock Vested during Fiscal Year Ended December 31, 2018 ”, “Pension Benefits at December 31, 2018 ”, “Potential Payments upon Termination or Change in Control”, “ 2018 Director Compensation”, “Payments to Directors” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement, which is to be filed with the SEC.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
1.
Equity Compensation Plan Information as of December 31, 2018
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)
 
Weighted-average exercise price of outstanding options, warrants, and rights (b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))
(c)
Equity compensation plans approved by security holders
 
7,203,765

 
$
61.72

 
9,422,760

Equity compensation plans not approved by security holders
 
—

 
—

 
—

Total
 
7,203,765

 
$
61.72

 
9,422,760

2. Security ownership of certain beneficial owners:
Information required by this item is incorporated by reference from the section entitled “Principal Shareholders” in the Proxy Statement, which is to be filed with the SEC.
3. Security ownership of management:
Information required by this item is incorporated by reference from the section entitled “Stock Ownership” in the Proxy Statement, which is to be filed with the SEC.
4. Changes in control:
Torchmark knows of no arrangements, including any pledges by any person of its securities, the operation of which may at a subsequent date result in a change of control.

 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
Information required by this item is incorporated by reference from the sections entitled “Related Party Transaction Policy and Transactions” and “Director Independence Determinations” in the Proxy Statement, which is to be filed with the SEC. 

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Information required by this Item is incorporated by reference from the section entitled “Principal Accounting Firm Fees” and “Pre-approval Policy for Accounting Fees” in the Proxy Statement, which is to be filed with the SEC.

PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Index of documents filed as a part of this report:
 
Page of this report
Financial Statements:
 
 
 
Torchmark Corporation and Subsidiaries:
 
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2018:
 
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.
 

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EXHIBITS
 
 

 
 
 
Page of
this
Report
3.1

 
 
 
 
 
 
 
 
3.2

 
 
 
 
 
 
 
 
4.1

 
 
 
 
 
 
 
 
4.2

 
 
 
 
 
 
 
 
4.3

 
 
 
 
 
 
 
 
4.4

 
 
 
 
 
 
 
 
4.5

 
 
 
 
 
 
 
 
4.6

 
 
 
 
 
 
 
 
4.7

 
 
 
 
 
 
 
 
4.8

 
 
 
 
 
 
 
 
4.9

 
 
 
 
 
 
 
 
10.1

 
 
 
 
 
 
 
 
10.2

 
 
 
 
 
 
 
 
10.3

 
 
 
 
 
 
 
 

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Page of
this
Report
10.4

 
 
 
 
 
 
 
 
10.5

 
 
 
 
 
 
 
 
10.6

 
 
 
 
 
 
 
 
10.7

 
 
 
 
 
 
 
 
10.8

 
 
 
 
 
 
 
 
10.9

 
 
 
 
 
 
 
 
10.10

 
 
 
 
 
 
 
 
10.11

 
 
 
 
 
 
 
 
10.12

 
 
 
 
 
 
 
 
10.13

 
 
 
 
 
 
 
 
10.14

 
 
 
 
 
 
 
 
10.15

 
 
 
 
 
 
 
 
10.16

 
 
 
 
 
 
 
 
10.17

 
 
 
 
 
 
 
 
10.18

 
 
 
 
 
 
 
 
10.19

 
 
 
 
 
 
 
 
10.20

 
 
 
 
 
 
 
 
10.21

 
 
 
 
 
 
 
 
10.22

 
 
 
 
 
 
 
 
10.23

 
 
 

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Page of
this
Report
 
 
 
 
 
10.24

 
 
 
 
 
 
 
 
10.25

 
 
 
 
 
 
 
 
10.26

 
 
 
 
 
 
 
 
10.27

 
 
 
 
 
 
 
 
10.28

 
 
 
 
 
 
 
 
10.29

 
 
 
 
 
 
 
 
10.30

 
 
 
 
 
 
 
 
10.31

 
 
 
 
 
 
 
 
10.32

 
 
 
 
 
 
 
 
10.33

 
 
 
 
 
 
 
 
10.34

 
 
 
 
 
 
 
 
10.35

 
 
 
 
 
 
 
 
10.36

 
 
 
 
 
 
 
 
10.37

 
 
 
 
 
 
 
 
10.38

 
 
 
 
 
 
 
 
10.39

 
 
 
 
 
 
 
 
10.40

 
 
 
 
 
 
 
 
10.41

 
 
 
 
 
 
 
 

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Page of
this
Report
10.42

 
 
 
 
 
 
 
 
10.43

 
 
 
 
 
 
 
 
10.44

 
 
 
 
 
 
 
 
10.45

 
 
 
 
 
 
 
 
10.46

 
 
 
 
 
 
 
 
10.47

 
 
 
 
 
 
 
 
10.48

 
 
 
 
 
 
 
 
 
 
 
 
 
20

 
Proxy Statement for Annual Meeting of Shareholders to be held April 25, 2019**
 
 
 
 
 
 
 
21

 
Subsidiaries of the registrant
 
 
 
 
 
 
23

 
 
 
 
 
 
 
 
24

 
 
 
 
 
 
 
 
31.1

 
 
 
 
 
 
 
 
31.2

 
 
 
 
 
 
 
 
31.3

 
 
 
 
 
 
 
 
32.1

 
 
 
 
 
 
 
 
101

 
Interactive Data File
 
 
* Compensatory plan or arrangement.
** To be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2018 .



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Exhibit 21. Subsidiaries of the Registrant: The following table lists subsidiaries of the registrant which meet the definition of “significant subsidiary” according to Regulation S-X:
Company
  
State of
Incorporation
    
Name Under Which
Company Does
Business
Globe Life And Accident
Insurance Company
  
Nebraska
    
Globe Life And Accident
Insurance Company
American Income Life
Insurance Company
  
Indiana
    
American Income Life
Insurance Company
Liberty National Life
Insurance Company
  
Nebraska
    
Liberty National Life
Insurance Company
Family Heritage Life
Insurance Company
of America
  
Ohio
    
Family Heritage Life
Insurance Company
of America

While United American Life Insurance Company (Nebraska) does not qualify as a significant subsidiary in accordance with Regulation S-X, management views this subsidiary as significant to our operations.
 
All other exhibits required by Regulation S-K are listed as to location in the “Index of documents filed as a part of this report” in this report. Exhibits not referred to have been omitted as inapplicable or not required.

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TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Condensed Balance Sheets
(Dollar amounts in thousands)
 
December 31,
 
2018
 
2017
Assets:
 
 
 
Investments:
 
 
 
Long-term investments
$
29,603

 
$
35,562

Short-term investments
21

 
5,624

Total investments
29,624

 
41,186

Cash
760

 
1,008

Investment in affiliates
7,128,588

 
7,763,704

Due from affiliates
96,110

 
95,920

Taxes receivable from affiliates
50,656

 
63,099

Other assets
152,103

 
135,616

Total assets
$
7,457,841

 
$
8,100,533

 
 
 
 
Liabilities and shareholders’ equity:
 
 
 
Liabilities:
 
 
 
Short-term debt
$
307,848

 
$
328,067

Long-term debt
1,507,000

 
1,281,971

Due to affiliates
3,002

 
8,002

Other liabilities
224,814

 
251,072

Total liabilities
2,042,664

 
1,869,112

 
 
 
 
Shareholders’ equity:
 
 
 
Preferred stock
351

 
351

Common stock
121,218

 
124,218

Additional paid-in capital
874,925

 
858,987

Accumulated other comprehensive income
319,475

 
1,424,274

Retained earnings
5,213,468

 
4,806,208

Treasury stock
(1,114,260
)
 
(982,617
)
Total shareholders’ equity
5,415,177

 
6,231,421

Total liabilities and shareholders’ equity
$
7,457,841

 
$
8,100,533

 











See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.

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TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Condensed Statement of Operations
(Dollar amounts in thousands)  
 
Year Ended December 31,
 
2018
 
2017
 
2016
Net investment income
$
28,077

 
$
26,130

 
$
25,352

Realized investment gains (losses)
(11,078
)
 
(2,791
)
 
—

Total revenue
16,999

 
23,339

 
25,352

 
 
 
 
 
 
General operating expenses
65,762

 
61,447

 
52,613

Reimbursements from affiliates
(61,620
)
 
(52,776
)
 
(54,288
)
Interest expense
94,159

 
88,474

 
86,853

Total expenses
98,301

 
97,145

 
85,178

 
 
 
 
 
 
Operating income (loss) before income taxes and equity in earnings of affiliates
(81,302
)
 
(73,806
)
 
(59,826
)
Income taxes
15,262

 
(9,874
)
 
23,479

Net operating loss before equity in earnings of affiliates
(66,040
)
 
(83,680
)
 
(36,347
)
Equity in earnings of affiliates, net of tax
767,506

 
1,538,174

 
586,126

Net income
701,466

 
1,454,494

 
549,779

 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
Attributable to Parent Company
23,805

 
(8,409
)
 
(11,314
)
Attributable to affiliates
(1,128,604
)
 
602,709

 
356,941

Comprehensive income (loss)
$
(403,333
)
 
$
2,048,794

 
$
895,406

 























See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.

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TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT—(continued)
Condensed Statement of Cash Flows
(Dollar amounts in thousands)  
 
Year Ended December 31,
 
2018
 
2017
 
2016
Net income
$
701,466

 
$
1,454,494

 
$
549,779

Equity in earnings of affiliates
(767,506
)
 
(1,538,174
)
 
(586,126
)
Cash dividends from subsidiaries
448,142

 
453,904

 
437,566

Other, net
64,734

 
52,957

 
(6,718
)
Cash provided from operations
446,836

 
423,181

 
394,501

 
 
 
 
 
 
Cash provided from (used for) investing activities:
 
 
 
 
 
Net decrease (increase) in short-term investments
5,603

 
(5,624
)
 
(3,466
)
Investment in subsidiaries
(140,000
)
 
(31,000
)
 
(35,000
)
 Additions to properties
(19,888
)
 
(7,230
)
 
(21,965
)
Loaned money to affiliates
(584,000
)
 
(180,000
)
 
(363,056
)
Repayments from affiliates
584,000

 
180,000

 
318,056

Cash provided from (used for) investing activities
(154,285
)
 
(43,854
)
 
(105,431
)
 
 
 
 
 
 
Cash provided from (used for) financing activities:
 
 
 
 
 
Repayment of debt
(327,762
)
 
(126,875
)
 
(250,000
)
Proceeds from issuance of debt
550,000

 
125,000

 
400,000

Payment for debt issuance costs
(6,969
)
 
(1,661
)
 
(9,638
)
Net issuance (repayment) of commercial paper
(22,719
)
 
61,092

 
22,224

Issuance of stock
36,091

 
61,215

 
61,329

Acquisitions of treasury stock
(421,749
)
 
(412,989
)
 
(404,784
)
Borrowed money from affiliate
197,690

 
278,500

 
60,000

Repayments to affiliates
(202,690
)
 
(270,500
)
 
(78,000
)
Payment of dividends
(94,691
)
 
(92,101
)
 
(90,201
)
Cash provided from (used for) financing activities
(292,799
)
 
(378,319
)
 
(289,070
)
 
 
 
 
 
 
Net increase (decrease) in cash
(248
)
 
1,008

 
—

Cash balance at beginning of period
1,008

 
—

 
—

Cash balance at end of period
$
760

 
$
1,008

 
$
—

 











See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.

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TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Notes to Condensed Financial Statements
(Dollar amounts in thousands)
 
Note A—Dividends from Subsidiaries
 
Cash dividends paid to Torchmark from the subsidiaries were as follows:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Dividends from subsidiaries
$
448,142

 
$
453,904

 
$
437,566

 
Note B—Supplemental Disclosures of Cash Flow Information
 
The following table summarizes noncash transactions, which are not reflected on the Condensed Statements of Cash Flows :
 
Year Ended December 31,
 
2018
 
2017
 
2016
Stock-based compensation not involving cash
$
39,792

 
$
37,034

 
$
26,326

Investment in subsidiaries
11,889

 
317,027

 
—

Dividend of property to Parent
11,889

 
—

 
—


  The following table summarizes certain amounts paid (received) during the period:
 
Year Ended December 31,
 
2018
 
2017
 
2016
Interest paid
$
86,982

 
$
86,606

 
$
84,952

Income taxes paid (received)
(21,377
)
 
(19,961
)
 
(20,838
)
 
Note C—Preferred Stock
 
As of December 31, 2018 , Torchmark had 351 thousand shares of Cumulative Preferred Stock, Series A, issued and outstanding, of which 280 thousand shares were 6.50% Cumulative Preferred Stock, Series A, and 71 thousand shares were 7.15% Cumulative Preferred Stock, Series A (collectively, the “Series A Preferred Stock”). All issued and outstanding shares of Series A Preferred Stock were held by wholly-owned insurance subsidiaries. In the event of liquidation, the holders of the Series A Preferred Stock at the time outstanding would be entitled to receive a liquidating distribution out of the assets legally available to stockholders in the amount of $1 thousand per share or $351 million in the aggregate, plus any accrued and unpaid dividends, before any distribution is made to holders of Torchmark common stock. Holders of Series A Preferred Stock do not have any voting rights nor have rights to convert such shares into shares of any other class of Torchmark capital stock.
 
 











See accompanying Report of Independent Registered Public Accounting Firm.

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TORCHMARK CORPORATION
SCHEDULE IV. REINSURANCE (CONSOLIDATED)
(Dollar Amounts in thousands)
 
 
Gross
Amount
 
Ceded
to Other
Companies (1)
 
Assumed
from Other
Companies
 
Net
Amount
 
Percentage
of Amount
Assumed
to Net
For the Year Ended December 31, 2018
 
 
 
 
 
 
 
 
 
Life insurance in force
$
185,212,195

 
$
688,384

 
$
3,019,737

 
$
187,543,548

 
1.6
Premiums (2) :

 

 

 
 
 
 
Life insurance
$
2,373,423

 
$
4,581

 
$
21,305

 
$
2,390,147

 
0.9
Health insurance
1,019,007

 
3,668

 
—

 
1,015,339

 
—
Total premium
$
3,392,430

 
$
8,249

 
$
21,305

 
$
3,405,486

 
0.6
For the Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
Life insurance in force
$
179,902,605

 
$
705,152

 
$
3,211,423

 
$
182,408,876

 
1.8
Premiums (2) :
 
 
 
 
 
 
 
 
 
Life insurance
$
2,272,038

 
$
4,437

 
$
21,912

 
$
2,289,513

 
1.0
Health insurance
980,082

 
3,709

 
—

 
976,373

 
—
Total premium
$
3,252,120

 
$
8,146

 
$
21,912

 
$
3,265,886

 
0.7
For the Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
Life insurance in force
$
174,314,897

 
$
725,867

 
$
3,352,113

 
$
176,941,143

 
1.9
Premiums (2) :
 
 
 
 
 
 
 
 
 
Life insurance
$
2,152,698

 
$
4,507

 
$
22,915

 
$
2,171,106

 
1.1
Health insurance
951,137

 
3,474

 
—

 
947,663

 
—
Total premium
$
3,103,835

 
$
7,981

 
$
22,915

 
$
3,118,769

 
0.7
 
(1)
No amounts have been netted against ceded premium.
(2)
Excludes policy charges of $16.4 million , $17.0 million , and $18.3 million in each of the years 2018 , 2017 , and 2016 , respectively.























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See accompanying Report of Independent Registered Public Accounting Firm.

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SIGNATURES
 
Pursuant to the requirements of Section 12 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
T ORCHMARK  C ORPORATION
 
 
 
 
 
 
By:
/s/    GARY L. COLEMAN        
 
 
 
Gary L. Coleman
 
 
 
Co-Chairman and Chief Executive Officer and Director
 
 
 
 
 
 
By:
/s/    LARRY M. HUTCHISON        
 
 
 
Larry M. Hutchison
 
 
 
Co-Chairman and Chief Executive Officer and Director
 
 
 
 
 
 
By:
/s/    FRANK M. SVOBODA        
 
 
 
Frank M. Svoboda
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
By:
/s/    M. SHANE HENRIE    
 
 
 
M. Shane Henrie
 
 
 
Vice President and Chief Accounting Officer
 
 
Date: February 28, 2019
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By:
/s/ CHARLES E. ADAIR  *        
 
By:
/s/ ROBERT W. INGRAM  *        
 
Charles E. Adair
 
 
Robert W. Ingram
 
Director
 
 
Director
 
 
 
 
 
By:
/s/ LINDA L. ADDISON  *        
 
By:
/s/ STEVEN P. JOHNSON  *        
 
Linda L. Addison
 
 
Steven P. Johnson
 
Director
 
 
Director
 
 
 
 
 
By:
/s/ MARILYN A. ALEXANDER  *        
 
By:
/s/ DARREN M. REBELEZ  *        
 
Marilyn A. Alexander
 
 
Darren M. Rebelez
 
Director
 
 
Director
 
 
 
 
 
By:
/s/ CHERYL D. ALSTON  *        
 
By:
/s/ LAMAR C. SMITH  *        
 
Cheryl D. Alston
 
 
Lamar C. Smith
 
Director
 
 
Director
 
 
 
 
 
By:
/s/ DAVID L. BOREN  *        
 
By:
/s/ MARY E. THIGPEN  *        
 
David L. Boren
 
 
Mary E. Thigpen
 
Director
 
 
Director
 
 
 
 
 
By:
/s/ JANE M. BUCHAN  *        
 
By:
/s/ PAUL J. ZUCCONI  *        
 
Jane M. Buchan
 
 
Paul J. Zucconi
 
Director
 
 
Director
Date: February 28, 2019
 
 
 
 
*By:  
/s/    FRANK M. SVOBODA        
 
 
Frank M. Svoboda
 
 
Attorney-in-fact
 

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AMENDMENT SIX
TO THE
TORCHMARK CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Pursuant to Section 9.1 of the Torchmark Corporation Supplemental Executive Retirement Plan as established effective January 1, 2007 (the “Plan”), Torchmark Corporation (the “Company”) hereby amends the Plan, effective April 2, 2018, as follows:
1. Section 8.11 of the Plan is replaced in its entirety for claims filed after April 1, 2018 and shall read as follows:

8.11 Claim and Appeal Procedures . The Committee shall review and decide claims for benefits and appeals thereof in accordance with the procedures set forth in Department of Labor Regulation § 2560.503-1, the provisions of which are incorporated herein by reference. A claimant shall be required to exhaust the administrative remedies provided by this Section 8.11 prior to seeking any other form of relief.
Done this the 31st day of December , 2018.
TORCHMARK CORPORATION


By: /s/ Frank M. Svoboda                          
Its: EVP & CFO                          






AMENDMENT NO. 2

Dated as of December 31, 2018

To
RECEIVABLES PURCHASE AGREEMENT

Dated as of December 31, 2008


This Amendment No. 2 (“Amendment”), dated as of December 31, 2018, to that Receivables Purchase Agreement dated as of December 31, 2008 among AILIC RECEIVABLES CORPORATION, a Delaware corporation (" Seller "), AMERICAN INCOME LIFE INSURANCE COMPANY, an insurance company organized under the laws of Indiana (" AIL "), as the initial Servicer (the Servicer together with the Seller, the " Seller Parties " and each a " Seller Party "), and TMK Re Ltd., a Bermuda reinsurance corporation (“Purchaser”), is entered into among Seller, AIL and Purchaser.

PRELIMINARY STATEMENTS

A.
Reference is made to that Receivables Purchase Agreement dated as of December 31, 2008, as amended by that certain Amendment No. 1 dated as of December 31, 2013 (collectively, the “Receivables Purchase Agreement”), among Seller, AIL, and Purchaser. Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Exhibit I .

B.
The parties thereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller Parties and the Purchaser hereby agree as follows:

SECTION 1. Amendment to the Receivables Purchase Agreement . The Receivables Purchase Agreement is, effective the date hereof and subject to the satisfaction of the condition precedent set forth in Section 2 hereof, hereby amended to

1.1 Delete in entirety the definition of “ Liquidity Termination Date ” set forth in Exhibit I thereof and to substitute the following new definition therefor:

“ Liquidity Termination Date ” means December 31, 2023, unless all parties to this Receivables Purchase Agreement shall have unanimously agreed upon 90 days prior written notice to an earlier date.    

SECTION 2.     Condition Precedent . This Amendment shall become effective and be deemed effective as of the date hereof upon execution by each of the Seller Parties and the Purchaser.

SECTION 3.     Covenants, Representations and Warranties of the Seller Parties .

3.1 Upon the effectiveness of this Amendment, each of the Seller Parties hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.

3.2 Each of the Seller Parties hereby represents and warrants to the Purchaser that: (a) this Amendment has been duly authorized by proper corporate proceedings of each Seller Party and constitutes the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (b) after giving effect to the amendment contained herein, no Amortization Event or Potential Amortization Event exists or will result from the execution of this Amendment.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

                        
AILIC RECEIVABLES CORPORATION, as Seller

By:
Name:    
Title:
/s/ M. Shane Henrie
M. Shane Henrie     
President and Chief Financial Officer

 
 
AMERICAN INCOME LIFE INSURANCE COMPANY, as Servicer

By:
Name:
Title:
/s/ M. Shane Henrie
M. Shane Henrie
Senior Vice President, Corporate Accounting
and Chief Financial Officer

 
 
TMK RE, LTD., as Purchaser

By:
Name:     
Title:
/s/ W. Michael Pressley
W. Michael Pressley     
President










CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-182473, 333-207130, 333-227501 on Form S-3 and Registration Statement Nos. 2-76378, 333-175185, 333-195314, 333-208999, 333-225417, 333-225992 on Form S-8 of our reports dated February 28, 2019 , relating to the consolidated financial statements and financial statement schedules of Torchmark Corporation and subsidiaries (“Torchmark”), and the effectiveness of Torchmark’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Torchmark for the year ended December 31, 2018.


/s/DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 2019
    



Exhibit 24




POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Charles E. Adair
 
 
 
Charles E. Adair, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 




Exhibit 24


POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Linda L. Addison
 
 
 
Linda L. Addison, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 




Exhibit 24



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Marilyn A. Alexander
 
 
 
Marilyn A. Alexander, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 




Exhibit 24


POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Cheryl D. Alston
 
 
 
Cheryl D. Alston, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
        



Exhibit 24



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
    
 
 
/s/ David L. Boren
 
 
 
David L. Boren, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
        



Exhibit 24


POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.
 
                        
 
 
 /s/ Jane M. Buchan
 
 
 
Jane M. Buchan, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
    



Exhibit 24



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                            
 
 
/s/ Robert W. Ingram
 
 
 
Robert W. Ingram, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 





Exhibit 24


POWER OF ATTORNEY


 
KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
 /s/ Steven P. Johnson
 
 
 
Steven P. Johnson, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 

    

        



Exhibit 24


    
POWER OF ATTORNEY


 
KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Darren M. Rebelez
 
 
 
Darren M. Rebelez, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
        



Exhibit 24


POWER OF ATTORNEY
 


KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacities indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                            
 
 
/s/ Lamar C. Smith
 
 
 
Lamar C. Smith, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
    



Exhibit 24


POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Mary E. Thigpen
 
 
 
Mary E. Thigpen, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 




Exhibit 24



POWER OF ATTORNEY
 


KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                         
 
 
/s/ Paul J. Zucconi
 
 
 
Paul J. Zucconi, Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
    



Exhibit 24



POWER OF ATTORNEY
 


KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Officer and Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                                
    
 
 
/s/ Gary L. Coleman
 
 
 
Gary L. Coleman
 
 
Co-Chairman and Chief Executive Officer and Director
 
 
Date: February 28, 2019
 
 
 
 
 
 




Exhibit 24


POWER OF ATTORNEY
 


KNOW ALL MEN BY THESE PRESENTS:
 
That the undersigned Officer of Torchmark Corporation does hereby constitute and appoint R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        


 
 
/s/ Frank M. Svoboda
 
 
 
Executive Vice President and
 
 
 
Chief Financial Officer
 
 
 
Date: February 28, 2019
 
 
 
 
 
 

        



Exhibit 24



POWER OF ATTORNEY
 


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Officer and Director of Torchmark Corporation does hereby constitute and appoint Frank M. Svoboda, R. Brian Mitchell and Carol A. McCoy, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2018 . Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
 
                        
 
 
/s/ Larry M. Hutchison
 
 
 
Larry M. Hutchison,
 
 
 
Co-Chairman and Chief Executive Officer and Director
 
 
 
Date: February 28, 2019
 
 
 
 
 
 
        



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
GREAT-WEST TRUST COMPANY DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

 
Defined Contribution Prototype Plan TABLE OF CONTENTS ARTICLE I, DEFINITIONS 1.60 SIMPLE Contribution ...................................... 12 1.01 Account ............................................................... 1 1.61 Sponsor ............................................................. 12 1.02 Account Balance or Accrued Benefit .................. 1 1.62 Successor Plan .................................................. 12 1.03 Accounting Date ................................................. 1 1.63 Taxable Year .................................................... 12 1.04 Adoption Agreement ........................................... 1 1.64 Transfer ............................................................ 12 1.05 Advisory Letter ................................................... 1 1.65 Trust ................................................................. 12 1.06 Annuity Contract ................................................. 1 1.66 Trust Fund ........................................................ 12 1.07 Appendix ............................................................. 2 1.67 Trustee/Custodian ............................................. 12 1.08 [Reserved] ........................................................... 2 1.68 USERRA .......................................................... 12 1.09 Beneficiary .......................................................... 2 1.69 Valuation Date .................................................. 12 1.10 Code .................................................................... 2 1.70 Vested ............................................................... 12 1.11 Compensation ..................................................... 2 1.71 Volume Submitter Plan .................................... 12 1.12 Contribution Types ............................................. 4 ARTICLE II, ELIGIBILITY AND PARTICIPATION 1.13 Defined Contribution Plan .................................. 4 2.01 Eligibility .......................................................... 13 1.14 Defined Benefit Plan ........................................... 5 2.02 Application of Service Conditions .................... 13 1.15 Differential Wage Payment ................................. 5 2.03 Break in Service - Participation ........................ 14 1.16 Disability ............................................................. 5 2.04 Participation upon Re-employment .................. 15 1.17 Designated IRA Contribution ............................. 5 2.05 Change in Employment Status ......................... 15 1.18 DOL .................................................................... 5 2.06 Participation Opt-Out ....................................... 15 1.19 Earnings .............................................................. 5 ARTICLE III, PLAN CONTRIBUTIONS AND 1.20 Effective Date ..................................................... 5 FORFEITURES 1.21 Elective Deferrals ................................................ 5 3.01 Contribution Types ........................................... 16 1.22 Employee ............................................................ 5 3.02 Elective Deferrals ............................................. 16 1.23 Employee Contribution and DECs ...................... 7 3.03 Matching Contributions .................................... 21 1.24 Employer ............................................................. 7 3.04 Nonelective/Employer Contributions ............... 22 1.25 Employer Contribution ....................................... 7 3.05 Safe Harbor 401(k) Contributions .................... 25 1.26 Entry Date ........................................................... 7 3.06 Allocation Conditions ....................................... 30 1.27 EPCRS ................................................................ 7 3.07 Forfeiture Allocation ........................................ 32 1.28 ERISA ................................................................. 7 3.08 Rollover Contributions ..................................... 33 1.29 401(k) Plan .......................................................... 8 3.09 Employee Contributions ................................... 35 1.30 401(m) Plan......................................................... 8 3.10 SIMPLE 401(k) Contributions ......................... 35 1.31 HEART Act ........................................................ 8 3.11 USERRA/HEART ACT Contributions ............ 36 1.32 Hour of Service ................................................... 8 3.12 Designated IRA Contributions ......................... 37 1.33 IRS ...................................................................... 9 3.13 Deductible Employee Contributions (DECs).... 38 1.34 Limitation Year ................................................... 9 1.35 Matching Contribution ........................................ 9 ARTICLE IV, LIMITATIONS AND TESTING 1.36 Money Purchase Pension Plan/Money 4.01 Annual Additions Limit .................................... 39 Purchase Pension Contribution ........................... 9 4.02 Annual Additions Limit Code §415 1.37 Named Fiduciary ............................................... 10 Aggregated Plans .............................................. 39 1.38 Nonelective Contribution .................................. 10 4.03 Disposition of Excess Annual Additions .......... 40 1.39 Opinion Letter ................................................... 10 4.04 No Combined DCP/DBP Limitation ................ 40 1.40 Paid Time Off Plan ........................................... 10 4.05 Definitions: Sections 4.01-4.04 ........................ 40 1.41 Participant ......................................................... 10 4.06 Annual Testing Elections.................................. 42 1.42 Plan ................................................................... 10 4.07 Testing Based On Benefits ............................... 43 1.43 Plan Administrator ............................................ 10 4.08 Amendment To Pass Testing ............................ 44 1.44 Plan Year .......................................................... 10 4.09 Application Of Compensation Limit ................ 44 1.45 Practitioner ........................................................ 10 4.10 401(k) (Or Other Plan) Testing......................... 44 1.46 Predecessor Employer/Predecessor Plan ........... 10 4.11 Definitions: Sections 4.06-4.10 ........................ 50 1.47 Prevailing Wage Contract/Contribution ............ 10 ARTICLE V, VESTING 1.48 Profit Sharing Plan ............................................ 10 5.01 Normal/Early Retirement Age .......................... 52 1.49 Protected Benefit ............................................... 11 5.02 Participant Death or Disability ......................... 52 1.50 Prototype Plan/Master Plan (M&P Plan) .......... 11 5.03 Vesting Schedule .............................................. 52 1.51 QDRO ............................................................... 11 5.04 Cash-Out Distribution/Possible Restoration ..... 53 1.52 Qualified Military Service................................. 11 5.05 Year of Service - Vesting ................................. 55 1.53 Qualified Reservist Distribution (QRD) ............ 11 5.06 Break in Service and Forfeiture Break in 1.54 Restated Plan ..................................................... 11 Service - Vesting .............................................. 55 1.55 Rollover Contribution ....................................... 11 5.07 Forfeiture Occurs .............................................. 56 1.56 Safe Harbor Contribution .................................. 11 5.08 Amendment to Vesting Schedule ..................... 56 1.57 Salary Reduction Agreement ............................ 11 5.09 Employee Contributions ................................... 56 1.58 Separation from Service/Severance from ARTICLE VI, DISTRIBUTIONS Employment ...................................................... 11 6.01 Timing of Distribution ...................................... 57 1.59 Service .............................................................. 12 6.02 Required Minimum Distributions ..................... 61 © 2014 Great-West Trust Company, LLC or its suppliers 1

 
Defined Contribution Prototype Plan 6.03 Post-Separation (Severance), Lifetime RMD, 11.03 Amendment by Prototype Sponsor/Volume and Beneficiary Distribution Methods .............. 63 Submitter Practitioner ....................................... 97 6.04 Annuity Distributions to Participants and to 11.04 Frozen Plan/Discontinuance of Contributions .. 97 Surviving Spouses ............................................. 65 11.05 Plan Termination .............................................. 98 6.05 QDRO Distributions ......................................... 67 11.06 Merger/Direct Transfer ..................................... 99 6.06 Defaulted Loan - Timing of Offset ................... 67 ARTICLE XII, MULTIPLE EMPLOYER PLAN 6.07 Hardship Distribution ........................................ 68 12.01 Election/Overriding Effect ............................. 100 6.08 Direct Rollover of Eligible Rollover 12.02 Definitions ...................................................... 100 Distributions...................................................... 69 12.03 Participating Employer Elections ................... 100 6.09 Replacement of $5,000 Amount........................ 71 12.04 HCE Status ..................................................... 100 6.10 TEFRA Elections .............................................. 71 12.05 Testing ............................................................ 100 6.11 Deemed Severance Distributions ...................... 71 12.06 Top-Heavy ...................................................... 101 ARTICLE VII, ADMINISTRATIVE PROVISIONS 12.07 Compensation ................................................. 101 7.01 Employer Administrative Provisions ................ 72 12.08 Service ............................................................ 101 7.02 Plan Administrator ............................................ 72 12.09 Required Minimum Distributions ................... 101 7.03 Direction of Investment .................................... 73 12.10 Cooperation and Indemnification ................... 101 7.04 Account Administration, Valuation and 12.11 Involuntary Termination ................................. 101 Expenses ........................................................... 74 12.12 Voluntary Termination ................................... 102 7.05 Participant Administrative Provisions ............... 77 7.06 Plan Loans......................................................... 79 7.07 Lost Participants................................................ 79 7.08 Plan Correction ................................................. 80 7.09 Prototype/Volume Submitter Plan Status .......... 81 7.10 Plan Communications, Interpretation, and Construction ...................................................... 81 7.11 Divestment of Employer Securities ................... 82 ARTICLE VIII, TRUSTEE AND CUSTODIAN, POWERS AND DUTIES 8.01 Acceptance ........................................................ 84 8.02 Investment Powers and Duties .......................... 84 8.03 Named Fiduciary ............................................... 87 8.04 Form of Distribution (Cash or Property) ........... 87 8.05 Trustee/Custodian Fees and Expenses .............. 87 8.06 Third Party Reliance ......................................... 87 8.07 Appointment of Ancillary Trustee or Independent Fiduciary....................................... 88 8.08 Resignation and Removal ................................. 88 8.09 Investment In Group Trust Fund ....................... 89 8.10 Combining Trusts of Employer's Plans ............. 89 8.11 Amendment/Substitution of Trust ..................... 89 8.12 Cross-Pay Provision .......................................... 89 ARTICLE IX, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY 9.01 Insurance Benefit .............................................. 90 9.02 Limitations On Coverage .................................. 90 9.03 Disposition of Life Insurance Protection ........... 90 9.04 Dividends .......................................................... 90 9.05 Limitations On Insurance Company Duties ...... 90 9.06 Records/Information ......................................... 91 9.07 Conflict With Plan ............................................ 91 9.08 Appendix B Override ........................................ 91 9.09 Definitions ........................................................ 91 ARTICLE X, TOP-HEAVY PROVISIONS 10.01 Determination of Top-Heavy Status ................. 92 10.02 Top-Heavy Minimum Allocation ...................... 92 10.03 Plan Which Will Satisfy Top-Heavy ................. 92 10.04 Top-Heavy Vesting ........................................... 93 10.05 Safe Harbor/SIMPLE Plan Exemption.............. 93 10.06 Definitions ........................................................ 93 ARTICLE XI, EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION 11.01 Exclusive Benefit .............................................. 96 11.02 Amendment by Employer ................................. 96 © 2014 Great-West Trust Company, LLC or its suppliers 2

 
Defined Contribution Prototype Plan DEFINITIONS MASTER LIST Applicable Defined Contribution Plan. 7.11(A)(1) Account. 1.01 Applicable Individual/Deferrals. 7.11(B)(1) Account Balance. 1.02 Applicable Individual/Employer Contributions. Accounting Date. 1.03 7.11(C)(1) Accrued Benefit. 1.02 Applicable Percentage. 6.04(A)(8)(b) ACA. 3.02(B)(1) Associated Matching Contribution. 3.07(A)(1)(b) ACP Limit. 4.10(C)(1) Automatic Contribution Arrangement (ACA). 3.02(B)(1) ACP Participant. 4.11(A) Automatic Deferral. 1.21(C), 3.02(B)(4)(a) ACR (actual contribution ratio). 4.10(C)(5)(a) Automatic Deferral Percentage/Increases. Actual Method. 1.32(A)(1) 3.02(B)(4)(b) Actuarial Factor. 3.04(B)(5)(b) Automatic Rollover. 6.08(D) Additional Matching Contribution. 1.35(G), Basic Matching Contribution. 1.35(E), 3.05(E)(4) 3.05(F)(1) Beneficiary. 1.09 Ad-Hoc. 6.03(A)(6) Benefit Factor. 3.04(B)(5)(a) Administrative Checklist. 7.02(C)(2) Break in Service. 1.32(A)(3)(i), 2.03(A), 5.06(A) Adoption Agreement. 1.04 Cash or Deferred Arrangement (CODA). 3.02(C) ADP Limit. 4.10(B)(1) Cash-Out Distribution. 5.04(A)(2) ADP Participant. 4.11(B) Catch-Up Deferral. 1.21(D), 3.02(D)(2) ADR (actual deferral ratio). 4.10(B)(4)(a) Catch-Up Eligible Participant. 3.02(D)(1) Advisory Letter. 1.05 Cessation of Affiliation. 4.05(C) Aggregate Contributions. 4.10(C)(2) Client Organization ("CO"). 12.02(D)(1) Allocable Income. 4.11(C) Code. 1.10 Alternative Annuity. 1.06(B), 6.03(A)(5) Code §415 Aggregated Plan. 4.05(D) Alternative Defined Contribution Plan. 11.05(F)(1) Code §415 Compensation. 1.11(B)(3), 4.05(F) Alternative (general) 415 Compensation. 1.11(B)(4) Code §3401(a) Wages. 1.11(B)(2) Anniversary Year. 2.02(C)(3) Collective Bargaining Employees. 1.22(D)(1) Annual Additions. 4.05(A) Combined Plans Limitation. 4.05(E) Annual Additions Limit. 4.05(B) Compensation. 1.11, 1.22(E)(3), 3.01(B), 3.02(A)(2), Annuity Contract. 1.06 3.02(B)(4)(c), 3.02(C), 3.05(C), 3.10(C), 3.11(C), 3.12(C)(4)(c), 4.05(F), 4.07(D), 4.07(E), 4.11(D), Annuity Starting Date. 1.06(A), 6.01(A)(2)(h) 10.06(A) Appendix. 1.07 Compensation Dollar Limit. 1.11(E) Applicable Contribution Rate. 4.10(D)(1)(b) Contract(s). 9.09(A) © 2014 Great-West Trust Company, LLC or its suppliers 1

 
Defined Contribution Prototype Plan Contrary Election. 3.02(B)(4)(d) Elective Deferrals. 1.21 Contrary Election Effective Date. 3.02(B)(4)(e) Elective Deferral Limit. 4.10(A)(1) Contribution Types. 1.12 Elective Transfer. 11.06(E)(1) Cross-Over Date. 4.06(C)(1)(c) Eligible Automatic Contribution Arrangement (EACA). 3.02(B)(2) Current Year Testing. 4.11(E) Eligible Employee. 1.22(C) Custodian. 1.67 Eligible Retirement Plan. 6.08(F)(2) DCD. 6.02(E)(3) Eligible Rollover Distribution. 6.08(F)(3) DCY. 6.02(E)(2) Eligibility Computation Period. 2.02(C)(1) Deductible Employee Contributions (DECs). 1.23, 3.13 Employee. 1.22, 12.02(A) Deemed Disability Compensation. 1.11(K) Employee Contribution. 1.23 Deemed 125 Compensation. 1.11(C) Employer. 1.24, 4.05(G), 10.06(D) Defined Benefit Plan. 1.14 Employer Contribution. 1.25 Defined Contribution Plan. 1.13 Employment Commencement Date. 2.02(C)(4) Designated Beneficiary. 1.09(A), 6.02(E)(1) Enhanced Matching Contribution. 1.35(F), 3.05(E)(6) Designated IRA Contribution. 1.17 Entry Date. 1.26, 2.02(D)(1) Determination Date. 10.06(B) EPCRS. 1.27 Determination (look-back) Period. 10.06( C ) Equivalency Method. 1.32(A)(2) Differential Wage Payment. 1.15 ERISA. 1.28 Direct Rollover. 6.08(F)(1) ERISA Fee Recapture Account. 7.04(D)(1) Disability. 1.16 Excess Aggregate Contributions. 4.10(C)(3) Discretionary Matching Contribution. 1.35(B) Excess Amount. 4.05(H) Discretionary Nonelective Contribution. 1.38(B) Excess Contributions. 4.10(B)(2) Distribution Requiring Consent. 6.01(A)(2)(a) Excess Deferral. 4.10(A)(2) Dividends. 9.09(B) Excluded Compensation. 1.11(G) DOL. 1.18 Excluded Employee. 1.22(D) EACA. 3.02(B)(2) Exempt Participants. 6.04(G)(1) EACA Effective Date. 3.02(B)(2)(a)(i) Fixed Matching Contribution. 1.35(A) Early Retirement Age. 5.01 Fixed Nonelective Contribution. 1.38(A) Earned Income. 1.11(J) Forfeiture Break in Service. 5.06(B) Earnings. 1.19 Formerly Affiliated Plan. 4.05(I) Effective Date. 1.20 Frozen Plan. 1.42(B) Elapsed Time Method. 1.32(A)(3) 401(k) Plan. 1.29 © 2014 Great-West Trust Company, LLC or its suppliers 2

 
Defined Contribution Prototype Plan 401(m) Plan. 1.30 Mass Submitter. 11.03(A) Gap Period. 4.11(F) Master Plan. 1.50 Gateway Contribution. 4.07(A)(1) Matching Contribution. 1.35 HCE. 1.22(E) Matching Rate. 4.10(D)(2)(b) HCE Group. 4.10(B)(4))(b), 4.10(C)(5)(b), 4.11(G) Modified AGI. 3.12(C)(4)(b) HEART Act. 1.31 Money Purchase Pension Contribution. 1.36 Highest Allocation Rate. 4.07(E)(1) Money Purchase Pension Plan. 1.36 Multiple Employer Plan. 1.42(A) Highest Contribution Rate. 10.06(E) Named Fiduciary. 1.37, 8.03(A) Hour of Service. 1.32 NHCE. 1.22(F) Includible Employees. 4.06(C)(1)(a) NHCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b), 4.11(H) Individual Beneficiary. 1.09(B) Non-cash Compensation. 1.11(G) Individual Retirement Plan (IRA). 6.08(F)(4) Nonelective Contribution. 1.38 Initial Eligibility Computation Period. 2.02(C)(2) Nonelective Transfer. 11.06(D) In-Plan Roth Rollover Contribution. 1.55(A) Non-Key Employee. 10.06(G) In-Plan Roth Rollover Contribution Account. 1.55(B) Nonresident Aliens. 1.22(D)(2) In-Service Distribution. 6.01(C)(1) Nonstandardized Plan. 1.04(A) Installments. 6.03(A)(4) Nontransferable Annuity. 1.06(C) Insurable Participant. 9.09(C) Normal Retirement Age. 5.01 Investment Manager(s). 7.02(C)(8) Operational QMAC. 3.03(C)(2) IRA. 6.08(F)(4) Operational QNEC. 3.04(C)(2) IRS. 1.33 Opinion Letter. 1.39 Issuing Company. 9.09(D) Otherwise Excludible Employees. 4.06(C)(1)(a) JLT. 6.02(E)(4) Paid Time Off Plan. 1.40 Key Employee. 10.06(F) Partially-Vested Participant. 5.04(A)(1) Lead Employer. 1.24(B), 12.02(B) Participant. 1.41, 10.06(H) Leased Employee. 1.22(B) Participant-Directed Accounts. 7.04(A)(2)(b) Life Annuity. 6.04(A)(4) Participant's RMD Account Balance. 6.02(E)(6) Life Expectancy. 6.02(E)(5) Participating Compensation. 1.11(H)(1) Limitation Year. 1.34, 4.05(J) Participating Employer. 1.24(D), 12.02(C) Lump –Sum. 6.03(A)(3) Participation Agreement. 1.04(C) M&P Plan. 1.50 Part-Time/Temporary/Seasonal Employees. 1.22(D)(4) Mandatory Distribution. 6.01(A)(1)(a) PEO. 12.02(D) © 2014 Great-West Trust Company, LLC or its suppliers 3

 
Defined Contribution Prototype Plan Period of Severance. 1.32(A)(3)(ii) QTA. 11.05(B)(1) Permissive Aggregation Group. 10.06(I) Qualified Automatic Contribution Arrangement (QACA). 3.02(B)(3) Plan. 1.42 Qualified Military Service. 1.52 Plan Administrator. 1.43 Qualified Optional Survivor Annuity (QOSA). Plan Designated QMAC. 3.03(C)(1) 1.06(F), 6.04(A)(8)(a) Plan Designated QNEC. 3.04(C)(1) Qualified Preretirement Survivor Annuity (QPSA). 1.06(E), 6.04(B)(1) Plan Year. 1.44 Qualified Reservist Distribution (QRD). 1.53, Plan Year Compensation. 1.11(H)(2) 6.01(C)(4)(b)(iii) Pooled Accounts. 7.04(A)(2)(a) Qualified Termination Administrator (QTA). 11.05(B)(1) Post-Severance Compensation. 1.11(I) RBD. 6.02(E)(7) Practitioner. 1.45 Reclassified Employees. 1.22(D)(3) Predecessor Employer. 1.46(A), 4.05(K) Re-Employment Commencement Date. 2.02(C)(4) Predecessor Employer Service. 1.59(B) Regular Matching Contribution. 1.35(D) Predecessor Plan. 1.46(B) Related Employer. 1.24(C) Predecessor Plan Service. 1.59(B) Pre-Entry Compensation. 1.11(H) Related Employer Service. 1.59(A) Pre-Tax Deferral. 1.21(A) Related Group. 1.24(C) Prevailing Wage Contract/Contribution. 1.47 Representative Contribution Rate. 4.10(D)(1)(a) Prior Year Testing. 4.11(I) Representative Matching Rate. 4.10(D)(2)(a) Professional Employer Organization (PEO). Required Aggregation Group. 10.06(J) 12.02(D) Restated Plan. 1.54 Profit Sharing Plan. 1.48 Restorative Payment. 4.05(L) Protected Benefit. 1.49 Restricted 401(k) Accounts. 6.01(C)(4)(b)(ii) Prototype Plan/Master Plan (M&P Plan). 1.50 Restricted Pension Accounts. 6.01(C)(4)(c)(ii) Publicly Traded Securities. 7.11(A)(2) RMD. 6.02(E)(8) QACA. 3.02(B)(3) Rollover Contribution. 1.55 QACA Basic Matching Contribution. 1.35(H), 3.05(E)(5) Roth Deferral. 1.21(B) QACA Effective Date. 3.02(B)(3)(a)(i) Safe Harbor Contribution. 1.56, 3.05(E)(2), QDRO. 1.51 3.05(E)(3) QJSA. 1.06(D), 6.04(A)(1),6.04(A)(2) Safe Harbor 401(k) Plan. 1.29(B) QMAC. 1.35(C) Safe Harbor Matching Contribution. 1.35(J), 3.05(E)(3) QNEC. 1.38(C) Safe Harbor Nonelective Contribution. 1.38(E), 3.05(E)(2) QOSA. 1.06(F), 6.04(A)(8)(a) Salary Reduction Agreement. 1.57 QPSA. 1.06(E), 6.04(B)(1) Segregated Accounts. 7.04(A)(2)(c) QRD. 1.53, 6.01(C)(4)(b)(iii) © 2014 Great-West Trust Company, LLC or its suppliers 4

 
Defined Contribution Prototype Plan Self-Employed Individual. 1.22(A) W-2 Wages. 1.11(B)(1) Separation from Service. 1.58 Worksite Employee. 12.02(D)(2) Service. 1.59 Year of Service. 1.32(A)(3)(iii), 2.02(A), 5.05(A) Severance from Employment. 1.58 0% Vested Participant. 5.04(C)(1) Signatory Employer. 1.24(A) SIMPLE Contribution. 1.60, 3.10(E)(1) SIMPLE 401(k) Plan. 1.29(C) SIMPLE Matching Contribution. 1.35(I), 3.10(E)(1) SIMPLE Nonelective Contribution. 1.38(D), 3.10(E)(1) SLT. 6.02(E)(9) Sponsor. 1.61 Spouse. 7.05(A)(5) Standardized Plan. 1.04(A) Subsequent Eligibility Computation Period. 2.02(C)(5) Successor Plan. 1.62 Survivor Annuity. 6.04(A)(4) Taxable Wage Base. 3.04((B)(2)(c) Taxable Year. 1.63 Testing Year. 4.11(J) Top-Heavy Minimum Allocation. 10.06(L) Top-Heavy Ratio. 10.06(K) Traditional 401(k) Plan. 1.29(A) Transfer. 1.64 Trust. 1.65 Trust Fund. 1.66 Trustee. 1.67 ULT. 6.02(E)(10) USERRA. 1.68 Valuation Date. 1.69, 7.04(B)(2) Valuation Period. 7.04(B)(3) VCY. 6.02(E)(11) Vested/Vesting. 1.70 Vesting Computation Period. 5.05(B) Volume Submitter Plan. 1.71 © 2014 Great-West Trust Company, LLC or its suppliers 5

 
Defined Contribution Prototype Plan GREAT-WEST TRUST COMPANY DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST BASIC PLAN DOCUMENT #11 Great-West Trust Company, LLC, in its capacity as Prototype Plan Sponsor or as Volume Submitter Practitioner, establishes this Prototype Plan or this Volume Submitter Plan intended to conform to and qualify under §401 and §501 of the Internal Revenue Code of 1986, as amended. An Employer establishes a Plan and Trust under this Prototype Plan or this Volume Submitter Plan by executing an Adoption Agreement. ARTICLE I DEFINITIONS 1.01 Account. Account means the separate Account(s) Nonstandardized Plan, except as the Plan or Volume Submitter which the Plan Administrator or the Trustee maintains under the Adoption Agreement otherwise indicates. If the Employer Plan for a Participant. maintains its Plan pursuant to a Volume Submitter Adoption Agreement, the Plan is a Volume Submitter Plan and all 1.02 Account Balance or Accrued Benefit. Account provisions in this basic plan which expressly or by their context Balance or Accrued Benefit means the amount of a Participant's refer to a "Prototype Plan" are not applicable. Account(s) as of any relevant date derived from Plan contributions and from Earnings. (C) Participation Agreement. Participation Agreement, in the case of a Standardized Plan means the Adoption Agreement 1.03 Accounting Date. Accounting Date means the last page or pages executed by one or more Related Employers to day of the Plan Year. The Plan Administrator will allocate become a Participating Employer. In the case of a Employer Contributions and forfeitures for a particular Plan Nonstandardized or Volume Submitter Plan, Participation Year as of the Accounting Date of that Plan Year, and on such Agreement means the Adoption Agreement page or pages other dates, if any, as the Plan Administrator determines, executed by one or more Related Employers or, in the case of a consistent with the Plan's allocation conditions and other Multiple Employer Plan, by one or more Employers which are provisions. not Related Employers (see Section 12.02(C)) to become a Participating Employer. 1.04 Adoption Agreement. Adoption Agreement means the document executed by each Employer adopting this Plan. 1.05 Advisory Letter. Advisory Letter means an IRS References to Adoption Agreement within this basic plan issued letter as to the acceptability in form of a Volume document are to the Adoption Agreement as completed and Submitter Plan as defined in Section 13.03 of Rev. Proc. executed by a particular Employer unless the context clearly 2005-16. indicates otherwise. An adopting Employer's Adoption Agreement and this basic plan document together constitute a 1.06 Annuity Contract. Annuity Contract means an single Plan and Trust of the Employer. Each elective provision annuity contract that the Trustee purchases with the Participant's of the Adoption Agreement corresponds (by its parenthetical Vested Account Balance. An Annuity Contract includes a QJSA, section reference) to the section of the Plan which grants the a QOSA, a QPSA and an Alternative Annuity. If the Plan election. All "Section" references within an Adoption Administrator elects or is required to provide an Annuity Agreement are to the basic plan document. All "Election" Contract, such annuity must be a Nontransferable Annuity and references within an Adoption Agreement are Adoption otherwise must comply with the Plan terms. Agreement references. The Employer or Plan Administrator to facilitate Plan administration or to generate written policies or (A) Annuity Starting Date. A Participant's Annuity Starting forms for use with the Plan may maintain one or more Date means the first day of the first period for which the Plan administrative checklists as an attachment to the Adoption pays an amount as an annuity or in any other form. Agreement or otherwise. Any such checklists are not part of the Plan. (B) Alternative Annuity. See Section 6.03(A)(5). (A) Prototype/Standardized Plan or Nonstandardized Plan. (C) Nontransferable Annuity. Nontransferable Annuity Each Adoption Agreement offered under this Prototype Plan is means an Annuity Contract which by its terms provides that it either a Standardized Plan or a Nonstandardized Plan, as may not be sold, assigned, discounted, pledged as collateral for a identified in that Adoption Agreement, under Rev. Proc. loan or security for the performance of an obligation or for any 2011-41 §§4.09 and 4.10. The provisions of this Plan apply in purpose to any person other than the insurance company. If the the same manner to Nonstandardized Plans and to Standardized Plan distributes an Annuity Contract, the Annuity Contract must Plans unless otherwise specified. If the Employer maintains its be a Nontransferable Annuity. Plan pursuant to a Nonstandardized Adoption Agreement or a Standardized Adoption Agreement, the Plan is a Prototype Plan (D) QJSA. See Sections 6.04(A)(1) and (2). and all provisions in this basic plan which expressly or by their context refer to a "Volume Submitter Plan" are not applicable. (E) QPSA. See Section 6.04(B)(1). (B) Volume Submitter Adoption Agreement. A Volume (F) QOSA. See Section 6.04(A)(8)(a). Submitter Adoption Agreement for purposes of this Volume Submitter Plan is subject to the same provisions as apply to a © 2014 Great-West Trust Company, LLC or its suppliers 1

 
Defined Contribution Prototype Plan 1.07 Appendix. Appendix means one of the Appendices to §3401(a), plus all other payments to an Employee in the course an Adoption Agreement designated as "A", "B", "C", or "D" of the Employer's trade or business, for which the Employer which are expressly authorized by the Plan and as part of the must furnish the Employee a written statement under Code Plan, are covered by the Advisory Letter or Opinion Letter. §§6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the 1.08 [RESERVED] nature or location of the employment or services performed (such as the exception for agricultural labor in Code 1.09 Beneficiary. Beneficiary means a person designated §3401(a)(2)). The Employer in Appendix B may elect to exclude by a Participant, a Beneficiary or by the Plan who is or may from W-2 Compensation certain Employer paid or reimbursed become entitled to a benefit under the Plan. A Beneficiary who moving expenses as described therein. becomes entitled to a benefit under the Plan remains a Beneficiary under the Plan until the Trustee has fully distributed (2) Code §3401(a) Wages (income tax wage to the Beneficiary his/her Plan benefit. A Beneficiary's right to withholding). Code §3401(a) Wages means wages within the (and the Plan Administrator's or a Trustee's duty to provide to meaning of Code §3401(a) for the purposes of income tax the Beneficiary) information or data concerning the Plan does withholding at the source, but determined without regard to any not arise until the Beneficiary first becomes entitled to receive a rules that limit the remuneration included in wages based on the benefit under the Plan. nature or the location of the employment or the services performed (such as the exception for agricultural labor in Code (A) Designated Beneficiary. Designated Beneficiary means a §3401(a)(2)). Beneficiary described in Section 6.02(E)(1). (3) Code §415 Compensation (current income (B) Individual Beneficiary. Individual Beneficiary means a definition/simplified compensation under Treas. Reg. Beneficiary who is an individual. §1.415(c)-2(d)(2)). Code §415 Compensation means the Employee's wages, salaries, fees for professional service and 1.10 Code. Code means the Internal Revenue Code of other amounts received (without regard to whether or not an 1986, as amended and includes applicable Treasury regulations. amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the 1.11 Compensation. Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid to (A) Uses and Context. Any reference in the Plan to salespersons, compensation for services on the basis of a Compensation is a reference to the definition in this Section percentage of profits, commissions on insurance premiums, tips, 1.11, unless the Plan reference, or the Employer in its Adoption bonuses, fringe benefits and reimbursements or other expense Agreement, modifies this definition. Except as the Plan allowances under a nonaccountable plan as described in Treas. otherwise specifically provides, the Plan Administrator will take Reg. §1.62-2(c)). into account only Compensation actually paid during (or as permitted under the Code, paid for) the relevant period. A Code §415 Compensation does not include: Compensation payment includes Compensation paid by the Employer through another person under the common paymaster (a) Deferred compensation/SEP/SIMPLE. provisions in Code §§3121 and 3306. In the case of a Employer contributions (other than Elective Deferrals) to a plan Self-Employed Individual, Compensation means Earned Income of deferred compensation (including a simplified employee as defined in Section 1.11(J). However, if the Plan must use an pension plan under Code §408(k) or to a simple retirement equivalent alternative compensation amount (pursuant to Treas. account under Code §408(p)) to the extent the contributions are Reg. §1.414(s)-1(g)(1)(i)) in performing nondiscrimination not included in the gross income of the Employee for the testing relating to Matching Contributions, Nonelective Taxable Year in which contributed, and any distributions from a Contributions and other Employer Contributions (excluding plan of deferred compensation (whether or not qualified), Elective Deferrals), the Plan Administrator may limit the regardless of whether such amounts are includible in the gross Compensation of such Self-Employed Individual to such income of the Employee when distributed. equivalent alternative compensation amount. The Employer in its Adoption Agreement may elect to allocate contributions (b) Option exercise. Amounts realized from the based on Compensation within a specified 12 month period exercise of a non-qualified stock option (an option other than a which ends within a Plan Year. statutory option under Treas. Reg. §1.421-1(b)), or when restricted stock or other property held by an Employee either (B) Base Definitions and Modifications. The Employer in its becomes freely transferable or is no longer subject to a Adoption Agreement must elect one of the following base substantial risk of forfeiture under Code §83. definitions of Compensation: W-2 Wages, Code §3401(a) Wages, or 415 Compensation. The Employer may elect a (c) Sale of option stock. Amounts realized from the different base definition as to different Contribution Types. The sale, exchange or other disposition of stock acquired under a Employer in its Adoption Agreement may specify any statutory stock option as defined under Treas. Reg. §1.421-1(b). modifications thereto, for purposes of contribution allocations under Article III. If the Employer fails to elect one of the (d) Other amounts that receive special tax above-referenced definitions, the Employer is deemed to have benefits. Other amounts that receive special tax benefits, such as elected the W-2 Wages definition. premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the (1) W-2 Wages. W-2 Wages means wages for federal Employee and are not salary reduction amounts under Code income tax withholding purposes, as defined under Code §125). © 2014 Great-West Trust Company, LLC or its suppliers 2

 
Defined Contribution Prototype Plan less than the full Plan Year or the Plan Administrator may pro (e) Other similar items. Other items of rate the Compensation limit. remuneration which are similar to any of the items in Sections 1.11(B)(3)(a) through (d). (F) Nondiscrimination. For purposes of determining whether the Plan discriminates in favor of HCEs, Compensation means (4) Alternative (general) 415 Compensation. The as the Plan Administrator operationally determines provided that Employer in Appendix B may elect to apply the 415 definition any such nondiscrimination testing definition which the Plan of Compensation in Treas. Reg. §1.415(c)-2(a). Under this Administrator applies must satisfy Code §414(s) and the definition, Compensation means as defined in Section regulations thereunder. For this purpose the Plan Administrator 1.11(B)(3) but with the addition of: (a) amounts described in may, but is not required, to apply for nondiscrimination testing Code §§104(a)(3), 105(a), or 105(h) but only to the extent that purposes the Plan's allocation definition of Compensation under these amounts are includible in Employee's gross income; (b) this Section 1.11 or Annual Additions Limit definition of amounts paid or reimbursed by the Employer for moving Compensation under Section 4.05(B). The Employer's election expenses incurred by the Employee, but only to the extent that at in its Adoption Agreement relating to Pre-Entry Compensation the time of payment it is reasonable to believe these amounts are for allocation purposes (to limit Compensation to Participating not deductible by the Employee under Code §217; (c) the value Compensation or to include Plan Year Compensation) is of a nonstatutory option (an option other than a statutory option nondiscriminatory. under Treas. Reg. §1.421-1(b)) granted by the Employer to an Employee, but only to the extent that the value of the option is (G) Excluded Compensation. Excluded Compensation means includible in the Employee's gross income for the Taxable Year such Compensation as the Employer in its Adoption Agreement of the grant; (d) the amount includible in the Employee's gross elects to exclude for purposes of this Section 1.11. Regardless of income upon the Employee's making of an election under Code the definition of Compensation selected in the Adoption §83(b); and (e) amounts that are includible in the Employee's Agreement, the Plan Administrator may adopt a uniform policy gross income under Code §409A or Code §457(f)(1)(A) or for purposes of determining the amount of a Participant's because the amounts are constructively received by the elective deferrals of excluding Non-cash Compensation. For Participant. [Note if the Plan's definition of Compensation is purposes of this Section 1.11(G), Non-cash Compensation W-2 Wages or Code §3401(a) Wages, then Compensation means tips, fringe benefits, and other items of Compensation not already includes the amounts described in clause (e).] regularly paid in cash or cash equivalents, or for which the Employer does not or may not have the ability to withhold (C) Deemed 125 Compensation. Deemed 125 Compensation Elective Deferrals in cash for the purpose of transmitting the means, in the case of any definition of Compensation which Elective Deferrals to the Plan pursuant to the Participant's includes a reference to Code §125, amounts under a Code §125 Deferral Election. Additionally, the Employer may, on a plan of the Employer that are not available to a Participant in uniform and nondiscriminatory basis, provide different deferral cash in lieu of group health coverage, because the Participant is elections for different items of Compensation (e.g., a separate unable to certify that he/she has other health coverage. deferral election for bonuses), and may exclude for purposes of Compensation under this Section 1.11 does not include Deemed calculating elective deferrals one or more items of irregular pay 125 Compensation, unless the Employer in Appendix B elects to (e.g., car allowance). include Deemed 125 Compensation under this Section 1.11. (H) Pre-Entry Compensation. The Employer in its Adoption (D) Elective Deferrals. Compensation under Section 1.11 Agreement for allocation purposes must elect Participating includes Elective Deferrals unless the Employer in its Adoption Compensation or Plan Year Compensation as to some or all Agreement elects to exclude Elective Deferrals. In addition, for Contribution Types. purposes of making Elective Deferrals, Compensation means as defined in Section 1.11 and as the Employer elects in its (1) Participating Compensation. Participating Adoption Agreement. Compensation for purposes of this Section 1.11 means Compensation only for the period during the Plan Year in which (E) Compensation Dollar Limitation. For any Plan Year, the the Participant is a Participant in the overall Plan, or under the Plan Administrator in allocating contributions under Article III plan resulting from disaggregation under the OEE or EP rules or in testing the Plan for nondiscrimination, cannot take into under Section 4.06(C)(1), or as to a Contribution Type as account more than $200,000 (or such larger amount as the applicable. If the Employer in its Adoption Agreement elects Commissioner of Internal Revenue may prescribe pursuant to an Participating Compensation, the Employer will elect whether to adjustment made in the same manner as under Code §415(d)) of apply the election to all Contribution Types or only to particular any Participant's Compensation. Notwithstanding the foregoing, Contribution Type(s). an Employee under a 401(k) Plan may make Elective Deferrals with respect to Compensation which exceeds the Plan Year (2) Plan Year Compensation. Plan Year Compensation Compensation limitation, provided such Elective Deferrals for purposes of this Section 1.11 means Compensation for a Plan otherwise satisfy the Elective Deferral Limit and other Year, including Compensation for any period prior to the applicable Plan limitations. In applying any Plan limitation on Participant's Entry Date in the overall Plan or as to a the amount of Matching Contributions or any Plan limit on Contribution Type as applicable. If the Employer in its Adoption Elective Deferrals which are subject to Matching Contributions, Agreement elects Plan Year Compensation, the Employer will where such limits are expressed as a percentage of elect whether to apply the election to all Contribution Types or Compensation, the Plan Administrator may apply the only to particular Contribution Type(s). Compensation limit under this Section 1.11(E) annually, even if the Matching Contribution formula is applied on a per pay (I) Post-Severance Compensation. Compensation includes period basis or is applied over any other time interval which is Post-Severance Compensation to the extent the Employer elects © 2014 Great-West Trust Company, LLC or its suppliers 3

 
Defined Contribution Prototype Plan in its Adoption Agreement or as the Plan otherwise provides. 2008, this paragraph (2) will not apply to Differential Wage Post-Severance Compensation is Compensation paid after a Payments, which instead are subject to Section 1.11(L). Participant's Severance from Employment from the Employer, as further described in this Section 1.11(I). In the absence of an (3) Salary continuation for disabled Participants. election to the contrary by an Employer in its Adoption Salary continuation for disabled Participants means Agreement, Post-Severance Compensation includes any and all Compensation paid to a Participant who is permanently and regular pay, leave cash-outs, and deferred compensation paid totally disabled (as defined in Code §22(e)(3)). This Section within the time period described in Section 1.11(I)(1), and 1.11(I)(3) will apply, as the Employer elects in its Adoption excludes salary continuation for military service and for disabled Agreement, either just to NHCEs (who are NHCEs immediately Participants, all as defined below. An Employer in its Adoption prior to becoming disabled) or to all Participants for a fixed or Agreement may elect to exclude any or all of regular pay, leave determinable period specified in the Adoption Agreement. cash-outs, or deferred compensation paid within the time period described in Section 1.11(I)(1), and may also elect to include (J) Earned Income. Earned Income means net earnings from salary continuation for military service and/or for disabled self-employment in the trade or business with respect to which Participants. Any other payment paid after Severance from the Employer has established the Plan, provided personal Employment that is not described in this Section 1.11(I) is not services of the Self-Employed Individual are a material Compensation even if payment is made within the time period income-producing factor. Earned Income also includes gains and described below. Post-Severance Compensation does not earnings (other than capital gain) from the sale or licensing of include severance pay, parachute payments under property (other than goodwill) by the individual who created Code §280G(b)(2) or payments under a nonqualified unfunded that property, even if those gains would not ordinarily be deferred compensation plan unless the payments would have considered net earnings from self-employment. The Plan been paid at that time without regard to Severance from Administrator will determine net earnings without regard to Employment. items excluded from gross income and the deductions allocable to those items. The Plan Administrator will determine net (1) Timing. Post-Severance Compensation includes earnings after the deduction allowed to the Self-Employed regular pay, leave cash-outs, or deferred compensation only to Individual for all contributions made by the Employer to a the extent the Employer pays such amounts by the later of 2 1/2 qualified plan and after the deduction allowed to the months after Severance from Employment or by the end of the Self-Employed Individual under Code §164(f) for Limitation Year that includes the date of such Severance from self-employment taxes. Employment. (K) Deemed Disability Compensation. The Plan does not (a) Regular pay. Regular pay means the payment of include Deemed Disability Compensation under Code regular Compensation for services during the Participant's §415(c)(3)(C) unless the Employer in Appendix B elects to regular working hours, or Compensation for services outside the include Deemed Disability Compensation under this Section Participant's regular working hours (such as overtime or shift 1.11(K). Deemed Disability Compensation is the Compensation differential), commissions, bonuses, or other similar payments, the Participant would have received for the year if the but only if the payment would have been paid to the Participant Participant were paid at the same rate as applied immediately prior to a severance from employment if the Participant had prior to the Participant becoming permanently and totally continued in employment with the Employer. disabled (as defined in Code §22(e)(3)) if such deemed compensation is greater than actual Compensation as determined (b) Leave cash-outs. Leave cash-outs means without regard to this Section 1.11(K). This Section 1.11(K) payments for unused accrued bona fide sick, vacation, or other applies only if the affected Participant is an NHCE immediately leave, but only if the Employee would have been able to use the prior to becoming disabled (or the Appendix B election provides leave if employment had continued and if Compensation would for the continuation of contributions on behalf of all such have included those amounts if they were paid prior to the disabled participants for a fixed or determinable period) and all Participant's severance from employment. contributions made with respect to Compensation under this Section 1.11(K) are immediately Vested. (c) Deferred compensation. As used in this Section 1.11(I), deferred compensation means the payment of deferred (L) Differential Wage Payments. Unless the Employer compensation pursuant to an unfunded deferred compensation otherwise elects in Appendix B, for Plan Years beginning after plan, if Compensation would have included the deferred December 31, 2008, the Plan will treat Differential Wage compensation if it had been paid prior to the Participant's Payments as Compensation for all Plan contribution and benefit Severance from Employment, but only if the payment would purposes. have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the 1.12 Contribution Types. Contribution Types means the payment is includible in the Participant's gross income. contribution types required or permitted under the Plan as the Employer elects in its Adoption Agreement. (2) Salary continuation for military service. Salary continuation for military service means payments to an 1.13 Defined Contribution Plan. Defined Contribution individual who does not currently perform services for the Plan means a retirement plan which provides for an individual Employer by reason of Qualified Military Service to the extent account for each Participant and for benefits based solely on the those payments do not exceed the amounts the individual would amount contributed to the Participant's Account, and on any have received if the individual had continued to perform Earnings, expenses, and forfeitures which the Plan services for the Employer rather than entering Qualified Military Administrator may allocate to such Participant's Account. Service. However, for Plan Years beginning after December 31, © 2014 Great-West Trust Company, LLC or its suppliers 4

 
Defined Contribution Prototype Plan 1.14 Defined Benefit Plan. Defined Benefit Plan means a retirement plan which does not provide for individual accounts 1.21 Elective Deferrals. Elective Deferrals means a for Employer contributions and which provides for payment of Participant's Pre-Tax Deferrals, Roth Deferrals, Automatic determinable benefits in accordance with the plan's formula. Deferrals and, as the context requires, Catch-Up Deferrals under the Plan, and which the Employer contributes to the Plan at the 1.15 Differential Wage Payment. Differential Wage Participant's election (or automatically) in lieu of cash Payment means differential wage payment as defined by Code compensation. As to other plans, as may be relevant to the Plan, §3401(h)(2). Elective Deferrals means amounts excludible from the Employee's gross income under Code §§125, 132(f)(4), 1.16 Disability. Except as otherwise provided in the Plan, 402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457(b), and includes Disability means, as the Employer elects in its Adoption amounts included in the Employee's gross income under Code Agreement, the basic Plan definition or an alternative definition, §402A, and contributed by the Employer, at the Employee's as defined below. A Participant who incurs a Disability is election, to a cafeteria plan, a qualified transportation fringe "disabled." benefit plan, a 401(k) plan, a SARSEP, a tax-sheltered annuity, a SIMPLE plan or a Code §457(b) plan. (A) Basic Plan Definition. Disability means the inability to engage in any substantial gainful activity by reason of any (A) Pre-Tax Deferral. Pre-Tax Deferral means an Elective medically determinable physical or mental impairment that can Deferral (including a Catch-Up Deferral or an Automatic be expected to result in death or which has lasted or can be Deferral) which is not subject to income tax when made. expected to last for a continuous period of not less than twelve months. The permanence and degree of such impairment must (B) Roth Deferral. Roth Deferral means an Elective Deferral be supported by medical evidence. (including a Catch-Up Deferral or an Automatic Deferral) which a Participant irrevocably designates as a Roth Deferral under (B) Alternative Definition. The Employer in its Adoption Code §402A at the time of deferral and which is subject to Agreement may specify any alternative definition of Disability. income tax when made to the Plan. In the case of an Automatic Deferral, see Section 3.02(B). (C) Administration. For purposes of this Plan, a Participant is disabled on the date the Plan Administrator determines the (C) Automatic Deferral. See Section 3.02(B)(4)(a). Participant satisfies the definition of Disability. The Plan Administrator may require a Participant to submit to a physical (D) Catch-Up Deferral. See Section 3.02(D)(2). examination in order to confirm the Participant's Disability. The Plan Administrator will apply the provisions of this Section 1.16 1.22 Employee. Employee means any common law in a nondiscriminatory, consistent, and uniform manner. employee, Self-Employed Individual, Leased Employee or other person the Code treats as an employee of the Employer for 1.17 Designated IRA Contribution. Designated IRA purposes of the Employer's qualified plan. An Employee is Contribution means a Participant's IRA contribution to the Plan either an Eligible Employee or an Excluded Employee. An made in accordance with the Adoption Agreement. Employee is either an HCE or an NHCE. 1.18 DOL. DOL means the U.S. Department of Labor. (A) Self-Employed Individual. Self-Employed Individual means an individual who has Earned Income (or who would 1.19 Earnings. Earnings means the net income, gain or loss have had Earned Income but for the fact that the trade or earned by a particular Account, by the Trust, or with respect to a business did not have net profits) for the Taxable Year from the contribution or to a distribution, as the context requires. trade or business for which the Plan is established. 1.20 Effective Date. The Effective Date of this Plan is the (B) Leased Employee. Leased Employee means an individual date the Employer elects in its Adoption Agreement, but not (who otherwise is not an Employee of the Employer) who, earlier than January 1, 2007. The provisions of Sections 4.01 pursuant to an agreement between the Employer and any other through 4.05 apply to Limitation Years commencing on or after person (the "leasing organization"), has performed services for July 1, 2007. However, as to a particular provision or action the Employer (or for the Employer and any persons related to taken by any party pursuant to the Plan (such as a Plan the Employer within the meaning of Code §144(a)(3)) on a amendment or termination, or the giving of any notice), a substantially full-time basis for at least one year and who different Effective Date may apply such as the basic plan performs such services under primary direction or control of the document may provide, as the Employer may elect in its Employer within the meaning of Code §414(n)(2). Except as Adoption Agreement, in a Participation Agreement or in an described in Section 1.22(B)(1), a Leased Employee is an Appendix, or as indicated in any other document which Employee for purposes of the Plan. However, under a evidences the action taken. Throughout the Plan, there are many Nonstandardized Plan or under a Volume Submitter Plan, a provisions which have their own effective date (such as that Leased Employee is an Excluded Employee unless the Employer described in the second sentence of this Section), which may be in Appendix B elects not to treat Leased Employees as Excluded earlier than the Restatement Effective Date. If the Employer in Employees as to any or all Contribution Types. "Compensation" its Adoption Agreement indicates that this plan is a Restated in the case of an out-sourced worker who is an Employee or a Plan, and the Plan is a PPA Restatement, then the earlier Leased Employee includes Compensation from the leasing effective date applies. If the Plan is not a PPA Restatement, then organization which is attributable to services performed for the the earlier effective date does not apply, and the provisions are Employer. effective on the Restatement Effective Date, or such other date as may apply pursuant to an Appendix or other document. © 2014 Great-West Trust Company, LLC or its suppliers 5

 
Defined Contribution Prototype Plan (1) Safe Harbor Plan Exception. A Leased Employee is (3) Reclassified Employees. A Reclassified Employee not an Employee for Plan purposes if the leasing organization under a Nonstandardized Plan or a Volume Submitter Plan is an covers the employee in a safe harbor plan and, prior to Excluded Employee unless the Employer in Appendix B elects: application of this safe harbor plan exception, 20% or fewer of (a) to include all Reclassified Employees as Eligible Employees; the NHCEs, excluding those NHCEs who do not satisfy the (b) to include one or more categories of Reclassified Employees "substantially full-time" standard of Code §414(n)(2)(B), are as Eligible Employees; or (c) to include Reclassified Employees Leased Employees. A safe harbor plan is a Money Purchase (or one or more groups of Reclassified Employees) as Eligible Pension Plan providing immediate participation, full and Employees as to one or more Contribution Types. A immediate vesting, and a nonintegrated contribution formula Reclassified Employee is any person the Employer does not equal to at least 10% of the employee's compensation, without treat as a common law employee or as a self-employed regard to employment by the leasing organization on a specified individual (including, but not limited to, independent date. The safe harbor plan must determine the 10% contribution contractors, persons the Employer pays outside of its payroll on the basis of compensation as defined in Code §415(c)(3) system and out-sourced workers) for federal income tax including Elective Deferrals. withholding purposes under Code §3401(a), irrespective of whether there is a binding determination that the individual is an (2) Other Requirements. The Plan Administrator must Employee or a Leased Employee of the Employer. apply this Section 1.22 in a manner consistent with Code Self-Employed Individuals are not Reclassified Employees. §§414(n) and 414(o) and the regulations issued under those Code sections. The Plan Administrator for 415 testing under (4) Part-Time/Temporary/Seasonal Employees. The Article IV, for satisfaction of the Top-Heavy Minimum Employer in its Adoption Agreement may elect to exclude any Allocation under Article X will treat contributions or benefits Employees who it defines in the Adoption Agreement as provided to a Leased Employee under a plan of the leasing "part-time," "temporary" or "seasonal" based on their regularly organization, and which are attributable to services performed scheduled Service being less than a specified number of Hours by the Leased Employee for the Employer, as provided by the of Service during a relevant Eligibility Computation Period. Employer. However, the Employer will not offset (reduce) Notwithstanding any such exclusion, if the Part-Time, contributions to this Plan by such contributions or benefits Temporary or Seasonal Excluded Employee actually completes provided to the Leased Employee under the leasing at least 1,000 Hours of Service in the relevant Eligibility organization's plan unless the Employer in Appendix B elects to Computation Period, the affected Excluded Employee is no do so. longer an Excluded Employee and will enter the Plan on the next Entry Date following completion of the Eligibility (C) Eligible Employee. Eligible Employee means an Computation Period in which he/she completed 1,000 Hours of Employee other than an Excluded Employee. Service, provided the Employee is employed by the Employer on that Entry Date. (D) Excluded Employee. Excluded Employee means, as the Plan provides or as the Employer elects in its Adoption (E) HCE. HCE means a highly compensated Employee, Agreement, any Employee, or class or group of Employees, not defined under Code §414(q) as an Employee who satisfies one eligible to participate in the Plan, or as to any Contribution of Sections 1.22(E)(1) or (2) below. Type, as the context requires. The Employer may not impose a maximum age in defining Excluded Employees. (1) More than 5% owner. During the Plan Year or during the preceding Plan Year, the Employee is a more than 5% (1) Collective Bargaining Employees. If the Employer owner of the Employer (applying the constructive ownership elects in its Adoption Agreement to exclude Collective rules of Code §318 as modified by Code §416(i)(1)(B)(iii)(I), Bargaining Employees from eligibility to participate, the and applying the principles of Code §318 as modified by Code exclusion applies to any Employee included in a unit of §416(i)(1)(B)(iii)(I), for an unincorporated entity). Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between (2) Compensation Threshold. During the preceding Plan employee representatives and one or more employers if: (a) Year (or in the case of a short Plan Year, the immediately retirement benefits were the subject of good faith bargaining; preceding 12 month period) the Employee had Compensation in and (b) two percent or fewer of the employees covered by the excess of $80,000 (as adjusted for the relevant year by the agreement are "professional employees" as defined in Treas. Commissioner of Internal Revenue at the same time and in the Reg. §1.410(b)-9, unless the collective bargaining agreement same manner as under Code §415(d), except that the base period requires the Employee to be included within the Plan. The term is the calendar quarter ending September 30, 1996) and, if the "employee representatives" does not include any organization Employer under its Adoption Agreement makes the top-paid more than half the members of which are owners, officers, or group election, was part of the top-paid 20% group of executives of the Employer. Employees (based on Compensation for the preceding Plan Year). (2) Nonresident Aliens. If the Employer elects in its Adoption Agreement to exclude Nonresident Aliens from (3) Compensation Definition. For purposes of this eligibility to participate, the exclusion applies to any Section 1.22(E), "Compensation" means Compensation as Nonresident Alien Employee who does not receive any earned defined in Section 4.05(F). income, as defined in Code §911(d)(2), from the Employer which constitutes United States source income, as defined in (4) Top-paid Group and Calendar Year Data. The Plan Code §861(a)(3). Administrator must make the determination of who is an HCE, including the determinations of the number and identity of the top-paid 20% group, consistent with Code §414(q) and © 2014 Great-West Trust Company, LLC or its suppliers 6

 
Defined Contribution Prototype Plan regulations issued under that Code section. The Employer in its Years of Service and Breaks in Service under Articles II and V, Adoption Agreement may make a calendar year data election to determining Separation from Service, applying the coverage test determine the HCEs for the Plan Year, as prescribed by under Code §410(b), applying the Annual Additions Limit and Treasury regulations or by other guidance published in the nondiscrimination testing in Article IV, applying the top-heavy Internal Revenue Bulletin. A calendar year data election must rules and the minimum allocation requirements of Article X, apply to all plans of the Employer which reference the HCE applying the definitions of Employee, HCE, Compensation definition in Code §414(q). For purposes of this Section 1.22(E), (except as the Employer may elect in its Adoption Agreement if the current Plan Year is the first year of the Plan, then the term relating to allocations) and Leased Employee, applying the safe "preceding Plan Year" means the 12-consecutive month period harbor 401(k) provisions of Article III, applying the SIMPLE immediately preceding the current Plan Year. 401(k) provisions of Article III, applying the ESOP exception under Section 7.11(A)(1)(a), and for any other purpose the Code (5) Highly compensated former employee. The or the Plan require. determination of highly compensated former employee status and the rules applicable thereto are determined in accordance (D) Participating Employer. Participating Employer means a with Temporary Reg. §1.414(q)-1T, A-4 and Notice 97-45. Related Employer (to the Signatory Employer or another Related Employer) which signs the Execution Page of the (F) NHCE. NHCE means a nonhighly compensated employee, Adoption Agreement or a Participation Agreement to the which is any Employee who is not an HCE. Adoption Agreement. Only a Participating Employer (or Employees thereof) may contribute to the Plan. A Participating (G) Differential Wage Payment recipient. For years Employer is an Employer for all purposes of the Plan except as beginning after December 31, 2008, an individual receiving a provided in Sections 1.24(A) or (B). Differential Wage Payment from the Employer is treated as an Employee of the Employer. (1) Standardized/Nonstandardized Plan. If the Employer's Plan is a Standardized Plan, all Employees of the 1.23 Employee Contribution and DECs. Employee Employer or of any Related Employer, are Eligible Employees, Contribution means a Participant's after-tax contribution to the irrespective of whether the Related Employer directly Trust and which the Participant designates as an Employee employing the Employee is a Participating Employer. Contribution at the time of contribution. An Elective Deferral Notwithstanding the immediately preceding sentence, (Pre-Tax or Roth) is not an Employee Contribution. A individuals who become Employees of a Related Employer as a deductible employee contribution (DEC) means certain pre-1987 result of a transaction described in Code §410(b)(6)(C) are contributions described in Section 3.13. Excluded Employees during the Plan Year in which such transaction occurs and in the following Plan Year, unless the 1.24 Employer. Employer means each Signatory Related Employer which employs such Employees becomes Employer, Lead Employer, Related Employer, and Participating during such period a Participating Employer by executing a Employer as the Plan indicates or as the context requires. Participation Agreement to the Adoption Agreement; or the Plan benefits or coverage change significantly during the transition (A) Signatory Employer. The Signatory Employer is the period resulting in the termination of the transition period. If the Employer who establishes a Plan under this Prototype Plan or Plan is a Nonstandardized Plan, the Employees of a Related under this Volume Submitter Plan by executing an Adoption Employer are Excluded Employees unless the Related Employer Agreement. The Employer for purposes of acting as Plan is a Participating Employer. Administrator, making Plan amendments, restating the Plan, terminating the Plan or performing other ERISA settlor (2) Volume Submitter/Multiple Employer Plan. If functions, means the Signatory Employer and does not include Article XII applies, a Participating Employer includes an any Related Employer or Participating Employer. The Signatory unrelated Employer who executes a Participation Agreement. Employer also may terminate the participation in the Plan of any See Section 12.02(C). Participating Employer upon written notice. The Signatory Employer will provide such notice not less than 30 days prior to 1.25 Employer Contribution. Employer Contribution the date of termination unless the Signatory Employer means a Nonelective Contribution, a Matching Contribution, an determines that the interest of Plan Participants requires earlier Elective Deferral, a Prevailing Wage Contribution, or a Money termination. See Article XII if the Plan is a Volume Submitter Purchase Pension Contribution, as the context may require. Plan and is a Multiple Employer Plan. 1.26 Entry Date. Entry Date means the date(s) the (B) Lead Employer. Lead Employer means the Signatory Employer elects in its Adoption Agreement upon which an Employer under a plan which is a Multiple Employer Plan. See Eligible Employee who has satisfied the Plan's eligibility Section 12.02(B). conditions and who remains employed by the Employer on the Entry Date, commences participation in the Plan or in a part of (C) Related Group/Related Employer. A Related Group is a the Plan. controlled group of corporations (as defined in Code §414(b)), trades or businesses (whether or not incorporated) which are 1.27 EPCRS. EPCRS means the IRS's Employee Plans under common control (as defined in Code §414(c)), an Compliance Resolution System for resolving plan defects, or affiliated service group (as defined in Code §414(m)) or an any successor program. arrangement otherwise described in Code §414(o). Each Employer/member of the Related Group is a Related Employer. 1.28 ERISA. ERISA means the Employee Retirement The term "Employer" includes every Related Employer for Income Security Act of 1974, as amended, and includes purposes of crediting Service and Hours of Service, determining applicable DOL regulations. © 2014 Great-West Trust Company, LLC or its suppliers 7

 
Defined Contribution Prototype Plan layoff, jury duty or military duty. The Plan Administrator will 1.29 401(k) Plan. 401(k) Plan means the 401(k) Plan the credit no more than 501 Hours of Service under this Paragraph Employer establishes under a 401(k) Plan Adoption Agreement. (iii) to an Employee on account of any single continuous period The Plan as the Employer elects under its 401(k) Adoption during which the Employee does not perform any duties Agreement may be a Traditional 401(k) Plan, a Safe Harbor (whether or not such period occurs during a single computation 401(k) Plan or a SIMPLE 401(k) Plan. A 401(k) Plan is also a period). The Plan Administrator credits Hours of Service under Profit Sharing Plan for purposes of applying the Plan terms, this Paragraph (iii) in accordance with the rules of paragraphs except as to Elective Deferrals, Matching Contributions or (b) and (c) of Labor Reg. §2530.200b-2, which the Plan, by this otherwise where the Plan specifies provisions which apply either reference, specifically incorporates in full within this Paragraph to such Contribution Types or to the overall Plan on account of (iii). its status as a 401(k) Plan. (iv) Crediting and computation. The Plan (A) Traditional 401(k) Plan. A Traditional 401(k) Plan is a Administrator will not credit an Hour of Service under more 401(k) Plan under which Elective Deferrals are subject to than one of the above Paragraphs (i), (ii) or (iii). A computation nondiscrimination testing under the ADP test and any Matching period for purposes of this Section 1.32 is the Plan Year, Year of Contributions and Employee Contributions also are subject to Service period, Break in Service period or other period, as nondiscrimination testing under the ACP test. determined under the Plan provision for which the Plan Administrator is measuring an Employee's Hours of Service. (B) Safe Harbor 401(k) Plan. A Safe Harbor 401(k) Plan is a The Plan Administrator will resolve any ambiguity with respect 401(k) Plan under which Elective Deferrals are not subject to to the crediting of an Hour of Service in favor of the Employee. nondiscrimination testing under the ADP test because the Plan satisfies the ADP test safe harbor. Any Matching Contributions (A) Method of Crediting Hours of Service. The Employer are subject to the ACP test unless the Plan also satisfies the ACP must elect in its Adoption Agreement the method the Plan test safe harbor. Any Employee Contributions are subject to the Administrator will use in crediting an Employee with Hours of ACP test. Service and the purpose for which the elected method will apply. (C) SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan is a 401(k) Plan which satisfies the contribution and other requirements in (1) Actual Method. Under the Actual Method as Section 3.10 and which is not subject to nondiscrimination determined from records, an Employee receives credit for Hours testing or certain other requirements as provided in Section 3.10. of Service for hours worked and hours for which the Employer makes payment or for which payment is due from the Employer. 1.30 401(m) Plan. 401(m) Plan means the 401(m) plan, if any, the Employer establishes under its Adoption Agreement. (2) Equivalency Method. Under an Equivalency Method, The definitions under Sections 1.29(A), (B), and (C) also apply for each equivalency period for which the Plan Administrator as to a 401(m) Plan. would credit the Employee with at least one Hour of Service, the Plan Administrator will credit the Employee with: (a) 10 Hours 1.31 HEART Act. HEART Act means the Heroes Earnings of Service for a daily equivalency; (b) 45 Hours of Service for a Assistance and Relief Tax Act of 2008, as amended. weekly equivalency; (c) 95 Hours of Service for a semi-monthly payroll period equivalency; and (d) 190 Hours of Service for a 1.32 Hour of Service. Hour of Service means: monthly equivalency. (i) Paid and duties. Each Hour of Service for (3) Elapsed Time Method. Under the Elapsed Time which the Employer, either directly or indirectly, pays an Method, an Employee receives credit for Service for the Employee, or for which the Employee is entitled to payment, for aggregate of all time periods (regardless of the Employee's the performance of duties. The Plan Administrator credits Hours actual Hours of Service) commencing with the Employee's of Service under this Paragraph (i) to the Employee for the Employment Commencement Date, or with his/her computation period in which the Employee performs the duties, Re-Employment Commencement Date, and ending on the date a irrespective of when paid; Break in Service begins in accordance with Treas. Reg. §1.410(a)-7. See Section 2.02(C)(4). In applying the Elapsed (ii) Back pay. Each Hour of Service for back Time Method, the Plan Administrator will credit an Employee's pay, irrespective of mitigation of damages, to which the Service for any Period of Severance of less than 12-consecutive Employer has agreed or for which the Employee has received an months and will express fractional periods of Service in days. award. The Plan Administrator credits Hours of Service under this Paragraph (ii) to the Employee for the computation (i) Elapsed Time - Break in Service. Under the period(s) to which the award or the agreement pertains rather Elapsed Time Method, a Break in Service is a Period of than for the computation period in which the award, agreement Severance of at least 12 consecutive months. In the case of an or payment is made; and Employee who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first (iii) Payment but no duties. Each Hour of anniversary of the first date the Employee is otherwise absent Service for which the Employer, either directly or indirectly, from Service does not constitute a Break in Service. pays an Employee, or for which the Employee is entitled to payment (irrespective of whether the employment relationship is (ii) Elapsed Time - Period of Severance. A Period terminated), for reasons other than for the performance of duties of Severance is a continuous period of time during which the during a computation period, such as leave of absence, vacation, Employee is not employed by the Employer. The continuous holiday, sick leave, illness, incapacity (including disability), period begins on the date the Employee retires, quits, is © 2014 Great-West Trust Company, LLC or its suppliers 8

 
Defined Contribution Prototype Plan discharged, or dies or if earlier, the first 12-month anniversary of include Participant forfeitures allocated on account of such the date on which the Employee otherwise is absent from Elective Deferrals or Employee Contributions. Service for any other reason (including disability, vacation, leave of absence, layoff, etc.). (A) Fixed Matching Contribution. Fixed Matching Contribution means a Matching Contribution which the (iii) Elapsed Time - Year of Service. For purposes Employer, subject to satisfaction of allocation conditions, if any, of any plan provision which refers to Year of Service and does must make pursuant to a formula in the Adoption Agreement. not specifically reference the Elapsed Time Method, the plan Under the formula, the Employer contributes a specified will credit a Participant with a Year of Service for each 1-year percentage or dollar amount on behalf of a Participant based on period of service or 365 days of service, as described in Treas. that Participant's Elective Deferrals or Employee Contributions Reg. §1.410(a)-7, as modified by relevant elections in the eligible for a match. Adoption Agreement. (B) Discretionary Matching Contribution. Discretionary (B) Maternity/Paternity Leave/Family and Medical Leave Matching Contribution means a Matching Contribution which Act. Solely for purposes of determining whether an Employee the Employer in its sole discretion elects to make to the Plan. incurs a Break in Service under any provision of this Plan, the The Employer retains discretion over the Discretionary Plan Administrator must credit Hours of Service during the Matching Contribution rate or amount, the limit(s) on Elective Employee's unpaid absence period: (1) due to maternity or Deferrals or Employee Contributions subject to match, the per paternity leave; or (2) as required under the Family and Medical Participant match allocation limit(s), the Participants who will Leave Act. An Employee is on maternity or paternity leave if the receive the allocation, and the time period applicable to any Employee's absence is due to the Employee's pregnancy, the matching formula(s) (collectively, the "matching formula"), birth of the Employee's child, the placement with the Employee except as the Employer otherwise elects in its Adoption of an adopted child, or the care of the Employee's child Agreement. immediately following the child's birth or placement. The Plan Administrator credits Hours of Service under this Section (C) QMAC. QMAC means a qualified matching contribution 1.32(B) on the basis of the number of Hours of Service for which is 100% Vested at all times and which is subject to the which the Employee normally would receive credit or, if the distribution restrictions described in Section 6.01(C)(4)(b). Any Plan Administrator cannot determine the number of Hours of Matching Contributions allocated to a Participant's QMAC Service the Employee would receive credit for, on the basis of 8 Account under the Plan automatically satisfy and are subject to hours per day during the absence period. The Plan Administrator the QMAC definition. See Section 3.07(A)(7) for a limitation on will credit only the number (not exceeding 501) of Hours of the source of QMACs. Service necessary to prevent an Employee's Break in Service. The Plan Administrator credits all Hours of Service described in (D) Regular Matching Contribution. A Regular Matching this Section 1.32(B) to the computation period in which the Contribution is a Matching Contribution which is not a QMAC, absence period begins or, if the Employee does not need these a Safe Harbor Matching Contribution or an Additional Matching Hours of Service to prevent a Break in Service in the Contribution. computation period in which his/her absence period begins, the Plan Administrator credits these Hours of Service to the (E) Basic Matching Contribution. See Section 3.05(E)(4). immediately following computation period. (F) Enhanced Matching Contribution. See Section (C) Qualified Military Service. Hour of Service also includes 3.05(E)(6). any Service the Plan must credit for eligibility, vesting, contributions and benefits in order to satisfy the crediting of (G) Additional Matching Contribution. See Section Service requirements of Code §414(u). 3.05(F)(1). 1.33 IRS. IRS means the Internal Revenue Service. (H) QACA Basic Matching Contribution. See Section 3.05(E)(5). 1.34 Limitation Year. Limitation Year means the consecutive month period the Employer specifies in its Adoption (I) SIMPLE Matching Contribution. See Section 3.10(E)(1). Agreement as applicable to allocations under Article IV. If the Employer elects the same Plan Year and Limitation Year, the (J) Safe Harbor Matching Contribution. See Section Limitation Year is always a 12-consecutive month period even if 3.05(E)(3). the Plan Year is a short period, unless the short Plan Year results from an amendment, in which case, the Limitation Year also is a 1.36 Money Purchase Pension Plan/Money short year. If the Employer amends the Limitation Year to a Purchase Pension Contribution. Money Purchase Pension different 12-consecutive month period, the new Limitation Year Plan means the Money Purchase Pension Plan the Employer must begin on a date within the Limitation Year for which the establishes under a Money Purchase Pension Plan Adoption Employer makes the amendment, creating a short Limitation Agreement. The Employer Contribution to its Money Purchase Year. Pension Plan is a Money Purchase Pension Contribution. The Employer will make its Money Purchase Pension Contribution 1.35 Matching Contribution. Matching Contribution as the Employer elects in its Adoption Agreement. As the means a fixed or discretionary contribution the Employer makes context requires, Money Purchase Pension Plan also includes a on account of Elective Deferrals under a 401(k) Plan or on target benefit plan. account of Employee Contributions. Matching contributions also © 2014 Great-West Trust Company, LLC or its suppliers 9

 
Defined Contribution Prototype Plan 1.37 Named Fiduciary. The Named Fiduciary is the document are Plan section references unless the context clearly Employer. The Employer in writing also may designate the Plan indicates otherwise. The Plan includes any Appendix permitted Administrator (if the Plan Administrator is not the Employer) by the basic plan document or by the Employer's Adoption and other persons as additional Named Fiduciaries. See Section Agreement and which the Employer attaches to its Adoption 8.03. If the Plan is a restated Plan and under the prior plan Agreement. document a different Named Fiduciary is in place, this Section 1.37 becomes effective on the date the Employer executes this (A) Multiple Employer Plan (Article XII). Multiple restated Plan unless the Employer designates otherwise in Employer Plan means a Plan in which at least one Employer writing. which is not a Related Employer participates. This Plan may be a Multiple Employer Plan only if maintained on a 1.38 Nonelective Contribution. Nonelective Contribution Nonstandardized Adoption Agreement or on a Volume means a fixed or discretionary Employer Contribution which is Submitter Adoption Agreement. Article XII of the Plan applies not a Matching Contribution or a Money Purchase Pension to a Multiple Employer Plan, but otherwise does not apply to the Contribution. Plan. (A) Fixed Nonelective Contribution. Fixed Nonelective (B) Frozen Plan. See Section 3.01(J). Contribution means a Nonelective Contribution which the Employer, subject to satisfaction of allocation conditions, if any, 1.43 Plan Administrator. Plan Administrator means the must make pursuant to a formula (based on Compensation of Employer unless the Employer designates another person or Participants who will receive an allocation of the contributions persons to hold the position of Plan Administrator. Any or otherwise) in the Adoption Agreement. See 3.04(A)(2). person(s) the Employer appoints as Plan Administrator may or may not be Participants in the Plan. In addition to its other (B) Discretionary Nonelective Contribution. Discretionary duties, the Plan Administrator has full responsibility for the Nonelective Contribution means a Nonelective Contribution Plan's compliance with the reporting and disclosure rules under which the Employer in its sole discretion elects to make to the ERISA. If the Employer is the Plan Administrator, any Plan. See 3.04(A)(1). requirement under the Plan for communication between the Employer and the Plan Administrator automatically is deemed (C) QNEC. QNEC means a qualified nonelective contribution satisfied, and the Employer has discretion to determine the which is 100% Vested at all times and which is subject to the manner of documenting any decision deemed to be distribution restrictions described in Section 6.01(C)(4)(b). Any communicated under this provision. Nonelective Contributions allocated to a Participant's QNEC Account under the Plan automatically satisfy and are subject to 1.44 Plan Year. Plan Year means the consecutive month the QNEC definition. See Section 3.07(A)(7) for a limitation on period the Employer specifies in its Adoption Agreement. the source of QNECs. 1.45 Practitioner. Practitioner means the sponsor as to its (D) SIMPLE Nonelective Contribution. See Section Employer clients of the Volume Submitter Plan and as defined 3.10(E)(1). in Section 13.05 of Rev. Proc. 2011-49. (E) Safe Harbor Nonelective Contribution. See Section 1.46 Predecessor Employer/Predecessor Plan. 3.05(E)(2). (A) Predecessor Employer. A Predecessor Employer is an 1.39 Opinion Letter. Opinion Letter means an IRS issued employer that previously employed one or more of the letter as to the acceptability of the form of a Prototype Plan as Employees. defined in Section 4.06 of Rev. Proc. 2011-49. (B) Predecessor Plan. A Predecessor Plan is a Code §401(a) or 1.40 Paid Time Off Plan. A Paid Time Off Plan is any §403(a) qualified plan the Employer terminated within the plan or similar arrangement under which the Employer provides five-year period beginning before or after the Employer to Employees vacation, sick or other leave for which the establishes this Plan, as described in Treas. Reg. Employer pays the Employee, and agrees to compensate the §1.411(a)-5(b)(3)(v)(B). Employee for part or all of the unused leave. 1.47 Prevailing Wage Contract/Contribution. Prevailing 1.41 Participant. Participant means an Eligible Employee Wage Contract means a contract under which Employees are who becomes a Participant in the Plan or as to any Contribution performing services subject to the Davis-Bacon Act, the Type as the context requires, in accordance with the provisions McNamara-O'Hara Contract Service Act or any other federal, of Section 2.01. state or municipal prevailing wage law. A Prevailing Wage Contribution is a contribution the Employer makes to the Plan in 1.42 Plan. Plan means the retirement plan established or accordance with a Prevailing Wage Contract. A Prevailing continued by the Employer in the form of this Prototype Plan or Wage Contribution is treated as a Nonelective Contribution or Volume Submitter Plan, including the Adoption Agreement other Employer Contribution except as the Plan otherwise under which the Employer has elected to establish this Plan. The provides. Employer must designate the name of the Plan in its Adoption Agreement. An Employer may execute more than one Adoption 1.48 Profit Sharing Plan. Profit Sharing Plan means the Agreement offered under this Plan, each of which will constitute Profit Sharing Plan the Employer establishes under a Profit a separate Plan and Trust established or continued by that Sharing Plan Adoption Agreement. Employer. All section references within this basic plan © 2014 Great-West Trust Company, LLC or its suppliers 10

 
Defined Contribution Prototype Plan 1.49 Protected Benefit. Protected Benefit means any the Plan Administrator establishes for the purpose of separately accrued benefit described in Treas. Reg. §1.411(d)-4, including accounting for a Participant's Rollover Contributions attributable any optional form of benefit provided under the Plan which may to the Participant's In-Plan Roth Rollover Contributions. The not (except in accordance with such regulations) be reduced, Plan Administrator has authority to establish such a sub-account, eliminated or made subject to Employer discretion. and to the extent necessary, may establish sub-accounts based on the source of the In-Plan Roth Rollover Contribution. The Plan 1.50 Prototype Plan/Master Plan (M&P Plan). Prototype Administrator will administer an In-Plan Roth Rollover Plan means as described in Section 4.02 of Rev. Proc. 2011-49 Contribution Account in accordance with Applicable Law and or in any successor thereto under which each adopting Employer the Plan provisions. establishes a separate Trust. This Plan is not a Master Plan as described in Section 4.01 of Rev. Proc. 2011-49 under which 1.56 Safe Harbor Contribution. Safe Harbor Contribution unrelated adopting employers participate in a single funding means a Safe Harbor Nonelective Contribution or a Safe Harbor medium (trust or custodial account). However, the Plan could be Matching Contribution as the Employer elects in its Adoption a Master Trust under DOL Reg. §2525.103-2(e). A Prototype Agreement. See Sections 3.05(E)(2) and (3). Plan or a Master Plan must have an Opinion Letter as described in Section 4.06 of Rev. Proc. 2011-49. 1.57 Salary Reduction Agreement. A Salary Reduction Agreement means a Participant's written election to make 1.51 QDRO. QDRO means a qualified domestic relations Elective Deferrals to the Plan (including a Contrary Election order under Code §414(p). under Section 3.02(B)(4)(d)), made on the form the Plan Administrator provides for this purpose. 1.52 Qualified Military Service. Qualified Military Service means qualified military service as defined in Code (A) Effective Date. A Salary Reduction Agreement may not be §414(u)(5). Notwithstanding any provision in the Plan to the effective earlier than the following date which occurs last: (1) contrary, as to Qualified Military Service, the Plan will credit under Article II, the Participant's Entry Date or, in the case of a Service under Section 1.32(C), the Employer will make re-hired Employee, his/her re-participation date; (2) the contributions to the Plan and the Plan will provide benefits in execution date of the Salary Reduction Agreement; (3) the date accordance with Code §414(u). the Employer adopts the 401(k) Plan; or (4) the Effective Date of the 401(k) Plan (or Elective Deferral provision within the 1.53 Qualified Reservist Distribution (QRD). See Section Plan). Subject to the foregoing limitations, a Participant's Salary 6.01(C)(4)(b)(iii). Reduction Agreement will be effective for the first pay period that is within an administratively reasonable period after the date 1.54 Restated Plan. A Restated Plan means a plan the the Plan Administrator receives the Agreement, unless the Employer adopts in substitution for, and in amendment of, an Participant specifies a later effective date. existing plan, as the Employer elects in its Adoption Agreement. If a Participant incurs a Separation from Service or Severance (B) Compensation. A Salary Reduction Agreement must from Employment before the Employer executes the Adoption specify the dollar amount of Compensation or the percentage of Agreement as a Restated Plan, the provisions of the Restated Compensation the Participant wishes to defer. The Salary Plan do not apply to the Participant unless he/she has an Reduction Agreement: (1) applies only to Compensation for Account Balance as of the execution date or unless the Elective Deferral allocation as the Employer elects in its Employer rehires the Participant. Adoption Agreement and which becomes currently available after the effective date of the Salary Reduction Agreement; and 1.55 Rollover Contribution. A Rollover Contribution (2) applies to all or to such Elective Deferral Compensation as means an amount of cash or property (including a participant the Salary Reduction Agreement indicates, including any loan from another plan) which the Code permits an Eligible Participant elections made in the Salary Reduction Agreement. Employee or Participant to transfer directly or indirectly to this Plan from another Eligible Retirement Plan (or vice versa) (C) Additional Rules. The Plan Administrator in the Plan's within the meaning of Code §402(c)(8)(B) and Section Salary Reduction Agreement form, or in a Salary Reduction 6.08(F)(2), except that a 401(k) Plan may permit an In-Plan Agreement policy will specify additional rules and restrictions Roth Rollover Contribution as provided in Section 3.08(E). A applicable to a Participant's Salary Reduction Agreement, Rollover Contribution will be made to the Plan and not to a including but not limited to those regarding the timing, Designated IRA within the Plan under Section 3.12, if any. frequency and mechanics of changing or revoking a Salary Reduction Agreement. Any such rules and restrictions must be (A) In-Plan Roth Rollover Contribution. An In-Plan Roth consistent with the Plan. The Plan Administrator may provide Rollover Contribution means a Rollover Contribution to the Plan more than one Salary Reduction Agreement form for use in that consists of a distribution from a Participant's Plan Account, specific situations. other than a Roth Deferral Account, that the Participant rolls over to the Participant's In-Plan Roth Rollover Contribution 1.58 Separation from Service/Severance from Account in the Plan, in accordance with Code §402(c)(4). Employment. Separation from Service means an event after In-Plan Roth Rollover Contributions will be subject to the Plan which the Employee no longer has an employment relationship rules related to Roth Deferral Accounts, subject to preservation with the Employer maintaining this Plan or with a Related of Protected Benefits in accordance with clause (c) of Section Employer. The Plan applies Separation from Service for all 3.08(E)(4). purposes except as otherwise provided. For purposes of distribution of Restricted 401(k) Accounts, the application of (B) In-Plan Roth Rollover Contribution Account. An Post-Severance Compensation and top-heavy look-back period In-Plan Roth Rollover Contribution Account is a sub-account distributions, the plan will apply the definition of Severance © 2014 Great-West Trust Company, LLC or its suppliers 11

 
Defined Contribution Prototype Plan from Employment under EGTRRA §646 (as modified for Code Year were eligible under a cash or deferred arrangement §415 purposes in applying the parent-subsidiary controlled maintained by the Employer in the prior year, as described in group rules). Treas. Reg. §1.401k-2(c)(2)(iii). 1.59 Service. Service means any period of time the 1.63 Taxable Year. Taxable Year means the taxable year Employee is in the employ of the Employer, including any of a Participant or of the Employer as the context requires. period the Employee is on an unpaid leave of absence authorized by the Employer under a uniform, nondiscriminatory policy 1.64 Transfer. Transfer means the Trustee's movement of applicable to all Employees. Plan assets from the Plan to another plan (or vice versa) directly as between the trustees and not by means of a distribution. A (A) Related Employer Service. See Section 1.24(C). Transfer may be an Elective Transfer or a Nonelective Transfer. See Section 11.06. A Direct Rollover under Section 6.08(F)(1) is (B) Predecessor Employer/Plan Service. See Section 1.46. If not a Transfer. the Employer maintains (by adoption, plan merger or Transfer) the plan of a Predecessor Employer, service of the Employee 1.65 Trust. Trust means the separate Trust created under with the Predecessor Employer is Service with the Employer. If the Plan. the Employer maintained a Predecessor Plan, for purposes of vesting Service, the Plan Administrator must count service 1.66 Trust Fund. Trust Fund means all property of every credited to any Employee covered under the Predecessor Plan. If kind acquired by the Plan and held by the Trust, other than the Employer in its Adoption Agreement elects to disregard incidental benefit insurance contracts. vesting Service prior to the time that the Employer maintained the Plan, the Plan Administrator will treat a Predecessor Plan as 1.67 Trustee/Custodian. Trustee or Custodian means the the Plan for purposes of such election. person or persons who as Trustee or Custodian execute the Adoption Agreement (or other Trust or Custodial Agreement in (C) Elective Service Crediting. If the Employer does not substitution of the provisions in Article VIII as applicable), or maintain the plan of a Predecessor Employer, the Plan does not any successor in office who in writing accepts the position of credit Service with the Predecessor Employer, unless the Trustee or Custodian. The Employer must designate in its Employer in its Adoption Agreement (or in a Participation Adoption Agreement whether the Trustee will administer the Agreement, if applicable) elects to credit designated Predecessor Trust as a discretionary Trustee or as a nondiscretionary Trustee. Employer Service and specifies the purposes for which the Plan See Article VIII. If the Sponsor or Practitioner is a bank, savings will credit service with that Predecessor Employer. Unless the and loan association, credit union, mutual fund, insurance Employer under its Adoption Agreement provides for this company, or other institution qualified to serve as Trustee, a purpose specific Entry Dates, an Employee who satisfies the person other than the Sponsor or Practitioner (or its affiliate) Plan's eligibility condition(s) by reason of the crediting of may not serve as Trustee or as Custodian of the Plan without the predecessor service will enter the Plan in accordance with the written consent of the Sponsor or Practitioner. provisions of Article II as if the Employee were a re-employed Employee on the first day the Plan credits predecessor service. 1.68 USERRA. USERRA means the Uniformed Services Employment and Reemployment Rights Act of 1994, as (D) Standardized Plan. If the Employer's Plan is a amended. Standardized Plan, the Plan limits the elective crediting of past Predecessor Employer Service to the period which does not 1.69 Valuation Date. Valuation Date means the exceed 5 years immediately preceding the year in which an Accounting Date, such additional dates as the Employer in its amendment crediting such service becomes effective, such credit Adoption Agreement may elect, and any other date that the Plan must be granted to all Employees on a reasonably uniform basis, Administrator designates for the valuation of the Trust Fund. and the crediting must otherwise comply with Treas. Reg. §1.401(a)(4)-5(a)(3). 1.70 Vested. Vested means a Participant or a Beneficiary has an unconditional claim, legally enforceable against the Plan, 1.60 SIMPLE Contribution. SIMPLE Contribution means to the Participant's Account Balance or Accrued Benefit or to a a SIMPLE Nonelective Contribution or a SIMPLE Matching portion thereof if not 100% Vested. Vesting means the degree to Contribution. See Section 3.10(E). which a Participant is Vested in one or more Accounts. 1.61 Sponsor. Sponsor means the sponsor of this Prototype 1.71 Volume Submitter Plan. Volume Submitter Plan Plan as to the Sponsor's adopting Employer clients and as means as described in Section 13.01 of Rev. Proc. 2011-49 or in defined in Section 4.07 of Rev. Proc. 2011-49. any successor thereto. A Volume Submitter Plan must have an Advisory Letter as described in Section 13.03 of Rev. Proc. 1.62 Successor Plan. Successor Plan means a plan in 2011-49. which at least 50% of the Eligible Employees for the first Plan © 2014 Great-West Trust Company, LLC or its suppliers 12

 
Defined Contribution Prototype Plan ARTICLE II ELIGIBILITY AND PARTICIPATION 2.01 ELIGIBILITY. Each Eligible Employee becomes a (C) Initial and Subsequent Eligibility Computation Periods. Participant in the Plan in accordance with the eligibility If the Plan requires one Year of Service for eligibility and an conditions the Employer elects in its Adoption Agreement. The Employee does not complete one Year of Service during the Employer may elect different age and service conditions for Initial Eligibility Computation Period, the Plan measures different Contribution Types under the Plan. Subsequent Eligibility Computation Periods in accordance with the Employer's election in its Adoption Agreement. If the Plan (A) Maximum Age and Years of Service. For purposes of an measures Subsequent Eligibility Computation Periods on a Plan Eligible Employee's participation in the Plan, the Plan may not Year basis, an Employee who receives credit for the required impose an age condition exceeding age 21 and may not require number of Hours of Service during the Initial Eligibility completion of more than one Year of Service, except under Computation Period and also during the first applicable Plan Section 2.02(E). Year receives credit for two Years of Service under Article II. (B) New Plan. Any Eligible Employee who has satisfied the (1) Definition of Eligibility Computation Period. An Plan's eligibility conditions and who has reached his/her Entry Eligibility Computation Period is a 12-consecutive month Date as of the Effective Date is eligible to participate as of the period. Effective Date, assuming the Employer continues to employ the Employee on that date. Any other Eligible Employee becomes (2) Definition of Initial Eligibility Computation Period. eligible to participate: (1) upon satisfaction of the eligibility The Initial Eligibility Computation Period is the Employee's conditions and reaching his/her Entry Date; or (2) upon reaching Anniversary Year which begins on the Employee's Employment his/her Entry Date if such Employee had already satisfied the Commencement Date. eligibility conditions prior to the Effective Date. (3) Definition of Anniversary Year. An Employee's (C) Restated Plan. If this Plan is a Restated Plan, each Anniversary Year is the 12-consecutive month period beginning Employee who was a Participant in the Plan on the day before on the Employee's Employment Commencement Date or the restated Effective Date continues as a Participant in the beginning on anniversaries thereof. Restated Plan, irrespective of whether he/she satisfies the eligibility conditions of the Restated Plan, unless the Employer (4) Definitions of Employment Commencement provides otherwise in its Adoption Agreement. Date/Re-Employment Commencement Date. An Employee's Employment Commencement Date is the date on which the (D) Prevailing Wage Contribution. If the Employer makes Employee first performs an Hour of Service for the Employer. Prevailing Wage Contributions to the Plan, no minimum age or An Employee's Re-Employment Commencement Date is the service conditions apply to an Eligible Employee's eligibility to date on which the Employee first performs an Hour of Service receive Prevailing Wage Contributions under the Plan. The for the Employer after the Employer re-employs the Employee. Employer's Adoption Agreement elections imposing age and service eligibility conditions apply to such an Employee as to (5) Definition of Subsequent Eligibility Computation non-Prevailing Wage Contributions under the Plan. Period. A Subsequent Eligibility Computation Period is any Eligibility Computation Period after the Initial Eligibility (E) Special Eligibility Effective Date (Dual Eligibility). The Computation Period, as the Employer elects in its Adoption Employer in its Adoption Agreement may elect to provide a Agreement. special Effective Date for the Plan's eligibility conditions, with the effect that such conditions may apply only to Employees (D) Entry Date. The Employer in its Adoption Agreement who are employed by the Employer after a specified date. elects the Entry Date(s) and elects whether such Entry Date(s) are retroactive, coincident with or next following an Employee's 2.02 APPLICATION OF SERVICE CONDITIONS. The satisfaction of the Plan's eligibility conditions. The Employer Plan Administrator will apply this Section 2.02 in administering may elect to apply different Entry Dates to different the Plan's eligibility service condition(s), if any. Contribution Types. (A) Definition of Year of Service. A Year of Service for (1) Definition of Entry Date. See Section 1.26. purposes of an Employee's participation in the Plan, means the applicable Eligibility Computation Period under Section (2) Maximum delay in participation. An Entry Date 2.02(C), during which the Employee completes the number of may not result in an Eligible Employee who has satisfied the Hours of Service (not exceeding 1,000) the Employer specifies Plan's eligibility conditions being held out of Plan participation in its Adoption Agreement, without regard to whether the longer than six months, or if earlier, the first day of the next Plan Employer continues to employ the Employee during the entire Year, following completion of the Code §410(a) maximum Eligibility Computation Period. eligibility requirements. (B) Counting Years of Service. For purposes of an (3) Prevailing Wage Contributions. If the Employer Employee's participation in the Plan, the Plan counts all of an makes Prevailing Wage Contributions to the Plan, an Eligible Employee's Years of Service, except as provided in Section Employee's Entry Date with regard to such contributions is the 2.03. Employee's Employment Commencement Date. The Employer's Adoption Agreement elections regarding Entry Dates apply to © 2014 Great-West Trust Company, LLC or its suppliers 13

 
Defined Contribution Prototype Plan such an Employee as to non-Prevailing Wage Contributions after incurring a one year Break in Service and the Plan under the Plan. disregards a Participant's Service completed prior to a Break in Service until the Participant completes one Year of Service (E) Alternative Service Conditions. The Employer in its following the Break in Service. The Plan suspends the Adoption Agreement may elect to impose for eligibility a Participant's participation in the Plan as of the first day of the condition of less than one Year of Service or of more than one Eligibility Computation Period following the Eligibility Year of Service, but not exceeding two Years of Service. If the Computation Period in which the Participant incurs the Break in Employer elects an alternative Service condition to one Year of Service. Service or two Years of Service, the Employer must elect in its Adoption Agreement the Hour of Service and other (1) Completion of one Year of Service. If a Participant requirement(s), if any, after the Employee completes one Hour completes one Year of Service following his/her Break in of Service. Under any alternative Service condition election, the Service, the Plan restores the Participant's pre-break Service and Plan may not require an Employee to complete more than one the Participant resumes active participation in the Plan Year of Service (1,000 Hours of Service in 12-consecutive retroactively to the first day of the Eligibility Computation months) or two Years of Service if applicable. Period in which the Participant first completes one Year of Service following his/her Break in Service. (1) Vesting requirement. If the Employer elects to impose more than a one Year of Service eligibility condition, the (2) Eligibility Computation Period. The Plan Plan Administrator must apply 100% vesting on any Employer Administrator measures the Initial Eligibility Computation Contributions (and the resulting Accounts) subject to that period under this Section 2.03(C) from the date the Participant eligibility condition. first receives credit for an Hour of Service following the one year Break in Service. The Plan Administrator measures any (2) One Year of Service maximum for specified Subsequent Eligibility Computation Periods, if necessary, in a Contributions. The Plan may not require more than one Year of manner consistent with the Employer's Eligibility Computation Service for eligibility for an Eligible Employee to make Elective Period election in its Adoption Agreement, using the Deferrals, to receive Safe Harbor Contributions or to receive Re-Employment Commencement Date in determining the SIMPLE Contributions. Anniversary Year if applicable. (F) Equivalency or Elapsed Time. If the Employer in its (3) Election to limit application to separated Adoption Agreement elects to apply the Equivalency Method or Employees. If the Employer elects to apply the one year the Elapsed Time Method in applying the Plan's eligibility hold-out rule, the Employer also may elect in its Adoption Service condition, the Plan Administrator will credit Service in Agreement to limit application of the rule only to a Participant accordance with Sections 1.32(A)(2) and (3). who has incurred a Separation from Service. 2.03 BREAK IN SERVICE - PARTICIPATION. The Plan (4) Application to Employee who did not enter. The Administrator will apply this Section 2.03 if any Break in Plan Administrator also will apply the one year hold-out rule, if Service rule applies for eligibility under the Plan. applicable, to an Employee who satisfies the Plan's eligibility conditions, but who incurs a Separation from Service and a one (A) Definition of Break in Service. For purposes of this year Break in Service prior to becoming a Participant. Article II, an Employee incurs a Break in Service if during any applicable Eligibility Computation Period he/she does not (5) No effect on vesting or Earnings. This Section complete more than 500 Hours of Service with the Employer. 2.03(C) does not affect a Participant's vesting credit under The Eligibility Computation Period under this Section 2.03(A) is Article V and, during a suspension period, the Participant's the same as the Eligibility Computation Period the Plan uses to Account continues to share fully in Earnings under Article VII. measure a Year of Service under Section 2.02. If the Plan applies the Elapsed Time Method of crediting Service under (6) No restoration under two year break rule. The Plan Section 1.32(A)(3), a Participant incurs a Break in Service if the Administrator in applying this Section 2.03(C) does not restore Participant has a Period of Severance of at least 12 consecutive any Service disregarded under the Break in Service rule of months. Section 2.03(B). (B) Two Year Eligibility. If the Employer under the Adoption (7) No application to Elective Deferrals in 401(k) Plan. Agreement elects a two Years of Service eligibility condition, an If the Plan is a 401(k) Plan and the Employer in its Adoption Employee who incurs a one year Break in Service prior to Agreement elects to apply the Section 2.03(C) one year hold-out completing two Years of Service: (1) is a new Employee on the rule, the Plan Administrator will not apply such provisions to the date he/she first performs an Hour of Service for the Employer Elective Deferral portion of the Plan. after the Break in Service; (2) the Plan disregards the Employee's Service prior to the Break in Service; and (3) the (8) USERRA. An Employee who has completed Employee establishes a new Employment Commencement Date Qualified Military Service and who the Employer has rehired for purposes of the Initial Eligibility Computation Period under under USERRA, does not incur a Break in Service under the Section 2.02(C). Plan by reason of the period of such Qualified Military Service. (C) One Year Hold-Out Rule-Participation. The Employer in (D) Rule of Parity - Participation. For purposes of Plan its Adoption Agreement must elect whether to apply the "one participation, the Plan does not apply the "rule of parity" under year hold-out" rule under Code §410(a)(5)(C). Under this rule, a Code §410(a)(5)(D), unless the Employer in Appendix B elects Participant will incur a suspension of participation in the Plan to apply the rule of parity. © 2014 Great-West Trust Company, LLC or its suppliers 14

 
Defined Contribution Prototype Plan accruing for any non-excluded period and as to Contribution 2.04 PARTICIPATION UPON RE-EMPLOYMENT. Types for which the Participant is not an Excluded Employee; (c) to receive Service credit in applying the Break in Service (A) Rehired Participant/Immediate Re-Entry. A Participant rules; and (d) to share fully in Earnings under Article VII. who incurs a Separation from Service will re-enter the Plan as a Participant on his/her Re-Employment Commencement Date (2) Resumption of Eligible Employee status. If a (provided he/she is not an Excluded Employee), subject to any Participant who becomes an Excluded Employee subsequently Break in Service rule, if applicable, under Section 2.03. resumes status as an Eligible Employee, the Participant will participate in the Plan immediately upon resuming eligible (B) Rehired Eligible Employee Who Had Satisfied status, subject to the Break in Service rules, if applicable, under Eligibility. An Eligible Employee who satisfies the Plan's Section 2.03. eligibility conditions, but who incurs a Separation from Service prior to becoming a Participant, subject to any Break in Service (B) Excluded Employee Becomes Eligible. If an Excluded rule, if applicable, under Section 2.03, will become a Participant Employee who is not a Participant becomes an Eligible on the later of: (1) the Entry Date on which he/she would have Employee, he/she will participate immediately in the Plan if entered the Plan had he/she not incurred a Separation from he/she has satisfied the Plan's eligibility conditions and would Service; or (2) his/her Re-Employment Commencement Date. have been a Participant had he/she not been an Excluded Employee during his/her period of Service. An Excluded (C) Rehired Eligible Employee Who Had Not Satisfied Employee receives Service credit for eligibility, for allocation Eligibility. An Eligible Employee who incurs a Separation from conditions under Section 3.06 (but the Plan disregards Service prior to satisfying the Plan's eligibility conditions Compensation paid while excluded) and for vesting under becomes a Participant in accordance with the Employer's Article V for each included vesting Year of Service, Adoption Agreement elections. The Plan Administrator, for notwithstanding the Employee's Excluded Employee status. purposes of applying any shift in the Eligibility Computation Period, takes into account the Employee's prior Service and the 2.06 PARTICIPATION OPT-OUT. Employee is not treated as a new hire. (A) Volume Submitter Plan. If the Plan is a Volume 2.05 CHANGE IN EMPLOYMENT STATUS. The Plan Submitter Plan, the Plan Administrator may elect to permit an Administrator will apply this Section 2.05 if the Employer in its Eligible Employee to elect irrevocably to not participate in the Adoption Agreement elected to exclude any Employees as Plan (to "opt-out"). The Eligible Employee prior to his/her Entry Excluded Employees. Date and prior to first becoming eligible under any plan of the Employer as described in Code §219(g)(5)(A), including (A) Participant Becomes an Excluded Employee. If a terminated plans, must file an opt-out election in writing with Participant has not incurred a Separation from Service but the Plan Administrator on a form the Plan Administrator becomes an Excluded Employee (as to any or all Contribution provides for this purpose. An Employee's election not to Types), during the period of exclusion the Excluded Employee: participate, pursuant to this Section 2.06(A), includes his/her (i) will not share in the allocation of the applicable Employer right to make Elective Deferrals, Employee Contributions, Contributions (including a Top-Heavy Minimum Allocation Rollover Contributions or Designated IRA Contributions, unless under Section 10.02 if the Employee is excluded as to all the Plan Administrator's opt-out form permits an Eligible Contribution Types) or Participant forfeitures, based on Employee to opt-out of specified Contribution Types prior to Compensation paid to the Excluded Employee during the period becoming eligible to participate in such Contribution Type. A of exclusion; (ii) may not make Employee Contributions, Participant's mere failure to make Elective Deferrals or Rollover Contributions or Designated IRA Contributions; and Employee Contributions is not an opt-out under this Section (iii) if the Plan is a 401(k) Plan and the Participant is an 2.06(A). Excluded Employee as to Elective Deferrals, may not make Elective Deferrals as to Compensation paid to the Excluded (B) Prototype Plan. If the Plan is a Prototype Plan, the Plan Employee during the period of exclusion. does not permit an otherwise Eligible Employee or any Participant to elect to opt-out. However, if the Plan is a (1) Vesting, accrual, Break in Service and Earnings. A Nonstandardized Plan, an Eligible Employee may opt-out in Participant who becomes an Excluded Employee under this accordance with Section 2.06(A) provided: (1) the Plan terms as Section 2.05(A) continues: (a) to receive Service credit for in effect prior to restatement under this Plan permitted the vesting under Article V for each included vesting Year of opt-out; and (2) the Employee executes the opt-out prior to the Service; (b) to receive Service credit for applying any allocation date of the Employer's execution of this Plan as a Restated Plan. conditions under Section 3.06 as to Employer Contributions © 2014 Great-West Trust Company, LLC or its suppliers 15

 
Defined Contribution Prototype Plan ARTICLE III PLAN CONTRIBUTIONS AND FORFEITURES 3.01 CONTRIBUTION TYPES. The Employer in its the Employer the amount of the Employer Contribution made by Adoption Agreement will elect the Contribution Type(s) and any the Employer by mistake of fact or the amount of the Employer formulas, allocation methods, conditions and limitations Contribution disallowed as a deduction under Code §404. The applicable thereto, except where the Plan expressly reserves Trustee will not return any portion of the Employer Contribution discretion to the Employer or to the Plan Administrator. under the provisions of this Section 3.01(H) more than one year after: (a) the Employer made the contribution by mistake of fact; (A) Application of Limits. The Employer's contribution to the or (b) the IRS's disallowance of the contribution as a deduction, Trust for any Plan Year is subject to Article IV limits and other and then, only to the extent of the disallowance. Plan limits. (2) Earnings. The Trustee will not increase the amount of (B) Compensation for Allocations/Limit. The Plan the Employer Contribution returnable under this Section 3.01(H) Administrator will allocate all Employer Contributions and for any Earnings increases attributable to the contribution, but Elective Deferrals based on the definition of Compensation the Trustee will decrease the Employer Contribution returnable under Section 1.11 the Employer elects in its Adoption for any Earnings losses attributable thereto. Agreement for a particular Contribution Type. The Plan Administrator in allocating such contributions must limit each (3) Evidence. The Trustee may require the Employer to Participant's Compensation to the amount described in Section furnish the Trustee whatever evidence the Trustee deems 1.11(E). necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable. (C) Allocation Conditions. The Plan Administrator will allocate Employer Contributions only to those Participants who (I) Money Purchase Pension and Defined Benefit Plans. If satisfy the Plan's allocation conditions under Section 3.06, if the Employer's Plan is a Money Purchase Pension Plan and the any, for the Contribution Type being allocated. Employer also maintains a defined benefit pension plan, notwithstanding the Money Purchase Pension Contribution (D) Top-Heavy. If the Plan is top-heavy, the Employer will formula in the Employer's Adoption Agreement, the Employer's satisfy the Top-Heavy Minimum Allocation requirements in required contribution to its Money Purchase Pension Plan for a accordance with Article X. Plan Year is limited to the amount which the Employer may deduct under Code §404(a)(7). If the Employer under Code (E) Net Profit Not Required. The Employer need not have net §404(a)(7) must reduce its Money Purchase Pension Plan profits to make a contribution under the Plan, unless the contribution, the Plan Administrator will allocate the reduced Employer in its Adoption Agreement specifies a fixed formula contribution amount in accordance with the Plan's allocation based on net profits. formula. (F) Form of Contribution. Subject to the consent of the (J) Frozen Plan. The Employer in its Adoption Agreement Trustee under Article VIII, the Employer may make may elect to treat the Plan as a Frozen Plan. Under a Frozen discretionary Employer Contributions to a Profit Sharing Plan, Plan, the Employer and the Participants will not make any to a 401(k) Plan or to a 401(m) Plan (excluding Elective contributions to the Plan. A Frozen Plan remains subject to all Deferrals or Employee Contributions) in the form of qualification and reporting requirements except as the Plan unencumbered property instead of cash, provided the provisions (other than those relating to ongoing permitted or contribution of property is not a prohibited transaction. The required contributions) continue in effect until the Employer Employer may not make contributions in the form of property to terminates the Plan. An Eligible Employee will not become a its Money Purchase Pension Plan. Participant in a Frozen Plan. (G) Time of Payment of Contribution. The Employer may 3.02 ELECTIVE DEFERRALS. If the Plan is a 401(k) Plan pay to the Trust its Employer Contributions for any Plan Year in and the Employer in its Adoption Agreement elects to permit one or more installments, without interest. Unless otherwise Elective Deferrals, the Plan Administrator will apply the required by applicable contract, the Employer may make an provisions of this Section 3.02. A Participant's Elective Employer Contribution to the Plan for a particular Plan Year at Deferrals will be made pursuant to a Salary Reduction such time(s) as the Employer in its sole discretion determines. If Agreement unless the Employer elects in its Adoption the Employer makes a contribution for a particular Plan Year Agreement to apply the Automatic Deferral provision under after the close of that Plan Year, the Employer will designate to Section 3.02(B) or the CODA provision under Section 3.02(C). the Plan Administrator and to the Trustee the Plan Year for A Participant's Elective Deferrals may include the cash which the Employer is making the Employer Contribution. The equivalent of the Participant's unused paid time off that the Plan Administrator will allocate the contribution accordingly. Participant otherwise may elect to receive in cash under the Employer's Paid Time Off Plan, if any, if such cash equivalent (H) Return of Employer Contribution. The Employer otherwise satisfies the Plan's definition of Compensation for contributes to the Plan on the condition its contribution is not purposes of Elective Deferrals (including following Severance due to a mistake of fact and the IRS will not disallow the from Employment). The Plan will treat any Elective Deferrals deduction of the Employer Contribution. described in the preceding sentence in the same manner as other Elective Deferrals for all purposes under the Plan. (1) Request for contribution return/timing. The Trustee, upon written request from the Employer, must return to © 2014 Great-West Trust Company, LLC or its suppliers 16

 
Defined Contribution Prototype Plan (A) Limitations. Except as described below regarding Catch-Up Deferrals, the Employer in its Adoption Agreement (a) Participants subject to ACA. The Employer in must elect the Plan limitations, if any, which apply to Elective its Adoption Agreement will elect which Participants are subject Deferrals (or separately to Pre-Tax Deferrals or to Roth to the ACA Automatic Deferral on the Effective Date thereof, Deferrals, if applicable). Such Plan limitations are in addition to including some or all current Participants and those Employees those mandatory limitations imposed under Article IV. In who become Participants after the ACA Effective Date. applying any such additional Plan limitation, the Plan Administrator will take into account the Compensation for (b) Effect of Contrary Election. A Participant who Elective Deferral purposes the Employer elects in the Adoption makes a Contrary Election is not thereafter subject to the Agreement. The Plan Administrator in the Salary Reduction Automatic Deferral or to any scheduled increases thereto, even Agreement form or in a Salary Reduction Agreement policy (see if the Participant later revokes or modifies the Contrary Election. Section 1.57(C)) may specify additional rules and restrictions A Participant's Contrary Election continues in effect until the applicable to Salary Reduction Agreements, including those Participant subsequently changes his/her Salary Reduction applicable to a deferral of a Participant's unused paid time off, Agreement. under the Employer's Paid Time Off Plan, if applicable. The Employer in a SIMPLE 401(k) Plan may not impose any Plan (2) Eligible Automatic Contribution Arrangement. limit on Elective Deferrals except as provided under Code (EACA). If the Employer elects in its Adoption Agreement, the §408(p). See Section 3.05(C)(2) regarding limits on Elective Employer maintains a Plan with Automatic Deferral provisions Deferrals under a safe harbor plan. Unless otherwise provided as an Eligible Automatic Contribution Arrangement (EACA), on the Salary Reduction form or in the Salary Reduction effective as of the date the Employer elects in its Adoption Agreement policy, the termination of a Participant's employment Agreement (but not earlier than Plan Years beginning after with the Employer automatically revokes the Participant's Salary December 31, 2007) and the provisions of this Section Reduction Agreement with regard to periods after the Participant 3.02(B)(2) will apply. is rehired. (a) Participants subject to EACA. The Employer in (1) Plan Administrator discretion if no stated Plan its Adoption Agreement will elect which Participants are subject limit. The Employer may elect a Plan limit in its Adoption to the EACA Automatic Deferral on the Effective Date thereof Agreement, but if the Employer does not so elect, the Plan which may include some or all current Participants or may be Administrator may establish or change a Plan limit on Elective limited to those Employees who become Participants after the Deferrals from time to time by providing notice to the EACA Effective Date. Participants. Any such limit change made during a Plan Year applies only prospectively and applies until the Plan (i) EACA Effective Date. EACA Effective Administrator changes or revokes the limit. Date means the date on which the EACA goes into effect, either as to the overall Plan or as to an individual Participant as the (2) Compensation from which Deferrals may be made. context requires. An EACA becomes effective as to the Plan as Participants may not make Elective Deferrals from amounts that of the date the Employer elects in its Adoption Agreement. A are not Code §415 Compensation under Section 4.05(F). In Participant's EACA Effective Date is as soon as practicable after addition, a Participant may not make Elective Deferrals from the Participant is subject to Automatic Deferrals under the amounts which are not Compensation under Section 1.11, even EACA, consistent with the objective of affording the Participant if 415 Compensation is more inclusive. In determining a reasonable period of time after receipt of the EACA notice to Compensation from which a Participant may make Elective make a Contrary Election (and, if applicable, an investment Deferrals, the Compensation dollar limitation described in election). Section 1.11(E) does not apply. (b) Uniformity. The Automatic Deferral Percentage (B) Automatic Deferrals. The Employer in its Adoption must be a uniform percentage of Compensation. However, the Agreement will elect whether to apply or not apply the Plan does not violate the uniform Automatic Deferral Percentage Automatic Deferral provisions. The Employer may elect the merely because the Plan applies any of the following provisions: Automatic Deferral provisions under a Section 3.02(B)(1) (ACA), a Section 3.02(B)(2) (EACA), or a Section 3.02(B)(3) (i) Years of participation. The Automatic (QACA). If the QACA provisions apply, the safe harbor Deferral Percentage varies based on the number of Plan Years provisions of Section 3.05(J) and EACA provisions of Section (or portions of years) the Participant has participated in the Plan 3.02(B)(2) also apply. The Plan Administrator will treat while the Plan has applied EACA provisions; Automatic Deferrals as Elective Deferrals for all purposes under the Plan, including application of limitations, nondiscrimination (ii) No reduction from prior default testing and distributions. If the Employer in its Adoption percentage. The Employer elects in the Adoption Agreement Agreement has elected to permit Roth Deferrals, Automatic not to apply Automatic Deferrals to a Participant whose Elective Deferrals are Pre-Tax Deferrals unless the Employer in deferrals immediately prior to the EACA's Effective Date were Appendix B elects otherwise. higher than the Automatic Deferral Percentage; (1) Automatic Contribution Arrangement (ACA). If (iii) Applying statutory limits. The Plan limits the Employer elects in its Adoption Agreement, the Employer the Automatic Deferral amount so as not to exceed the limits of maintains a Plan with Automatic Deferral provisions as an Code §§401(a)(17), 402(g) (determined without regard to Age Automatic Contribution Arrangement ("ACA"), effective as of 50 Catch-Up Deferrals), or 415; the date the Employer elects in the Adoption Agreement, and the provisions of this Section 3.02(B)(1) will apply. © 2014 Great-West Trust Company, LLC or its suppliers 17

 
Defined Contribution Prototype Plan (iv) No deferrals during hardship suspension. permissible distribution amount by any generally applicable The Plan does not apply the Automatic Deferral during the fees. However, the Plan may not charge a greater fee for period of suspension, under the Plan's hardship distribution distribution under this Section 3.02(B)(2)(d)(ii), than applies to provisions, of Participant's right to make Elective Deferrals to other distributions. The Plan Administrator may adopt a policy the Plan following a hardship distribution; or regarding charging such fees consistent with this paragraph. (v) Disaggregated groups. The Plan applies (iii) Timing. The Participant may make an different Automatic Deferral Percentages to different groups if election to withdraw the Automatic Deferrals under the EACA the groups can be disaggregated under Treas. Reg. no later than 90 days, or such shorter period as the Employer §1.401(k)-1(b)(4). specifies in its Adoption Agreement (but not less than 30 days), after the date of the first Automatic Deferral under the EACA. (c) EACA notice. The Plan Administrator annually For this purpose, the date of the first Automatic Deferral is the will provide a notice to each Covered Employee a reasonable date that the Compensation subject to the Automatic Deferral period prior to each Plan Year the Employer maintains the Plan otherwise would have been includible in the Participant's gross as an EACA ("EACA Plan Year"). income. For purposes of the preceding sentence, EACAs under the Plan are aggregated, except that the mandatory (i) Deemed reasonable notice/new disaggregation rules of Code §410(b) apply. In addition, a Participant. The Plan Administrator is deemed to provide Participant's withdrawal right is not restricted due to the timely notice if the Plan Administrator provides the EACA Participant making a Contrary Election during the 90-day period notice at least 30 days and not more than 90 days prior to the (or shorter period as the Employer specifies in its Adoption beginning of the EACA Plan Year. Agreement). (ii) Mid-year notice/new Participant or Plan. (iv) Rehired Employees. For purposes of If: (A) an Employee becomes eligible to make Elective Section 3.02(B)(2)(d)(iii), the Plan will treat an Employee who Deferrals in the Plan during an EACA Plan Year but after the for an entire Plan Year did not have contributions made pursuant Plan Administrator has provided the annual EACA notice for to a default election under the EACA as having not had such that Plan Year; or (B) the Employer adopts mid-year a new Plan contributions for any prior Plan Year as well. as a EACA, the Plan Administrator must provide the EACA notice no later than the date the Employee becomes eligible to (v) Effective date of the actual withdrawal make Elective Deferrals. However, if it is not practicable for the election. The effective date of the permissible withdrawal will Plan Administrator to provide the notice on or before the date an be as soon as practicable, but in no event later than the earlier of: Employee becomes a Participant, then the notice nonetheless (A) the pay date of the second payroll period beginning after the will be treated as provided timely if the Plan Administrator Participant makes the election; or (B) the first pay date that provides the notice as soon as practicable after that date and the occurs at least 30 days after the Participant makes the election. Employee is permitted to elect to defer from all types of The election also will be deemed to be the Participant's Contrary Compensation that may be deferred under the Plan earned Election to have no Elective Deferrals made to the Plan. beginning on that date. However, the Participant may subsequently make a deferral election hereunder. (iii) Content. The EACA notice must provide comprehensive information regarding the Participants' rights and (vi) Related Matching Contributions. The Plan obligations under the Plan and must be written in a manner Administrator will not take into account any deferrals withdrawn calculated to be understood by the average Participant. pursuant to this Section 3.02(B)(2)(d) in computing and allocating Matching Contributions. If the Employer already has (d) EACA permissible withdrawal. The Employer allocated Matching Contributions to the Participant's account will elect in its Adoption Agreement whether a Participant who with respect to Elective Deferrals being withdrawn pursuant to has Automatic Deferrals under the EACA may elect to withdraw this Section, the Plan must forfeit the Matching Contributions, all the Automatic Deferrals (and allocable earnings) under the as adjusted for Earnings. provisions of this Section 3.02(B)(2)(d). Any distribution made pursuant to this Section will be processed in accordance with (vii) Treatment of withdrawals. With regard to normal distribution provisions of the Plan. Elective Deferrals withdrawn pursuant to this Section 3.02(B)(2)(d): (A) the Plan Administrator will disregard such (i) Amount. If a Participant elects a deferrals in the ADP test (if applicable) under Section 4.10(B); permissible withdrawal under this Section 3.02(B)(2)(d), then (B) the Plan Administrator will disregard such Deferrals for the Plan must make a distribution equal to the amount (and only purposes of the Elective Deferral Limit under Section 4.10(A); the amount) of the Automatic Deferrals made under the EACA and (C) such Deferrals are not subject to the consent (adjusted for Earnings to the date of the distribution).The Plan requirements of Code §§401(a)(11) or 417. The Plan may account separately for Automatic Deferrals, in which case Administrator will disregard any Matching Contributions the Plan will distribute the entire Account. If the Plan does not forfeited under Section 3.02(B)(2)(d)(vi) in the ACP test (if account separately for the Automatic Deferrals, then the Plan applicable) under Section 4.10(C). must determine Earnings in the same manner applied to determine Allocable Income to the refund of Excess (e) Effect of Contrary Election/Covered Employee Contributions under Section 4.11(C)(2)(a). status. A Participant's Contrary Election continues in effect until the Participant subsequently revokes or modifies his/her Salary (ii) Fees. Notwithstanding Section Reduction Agreement, or the Contrary Election expires. A 3.02(B)(2)(d)(i), the Plan Administrator may reduce the Participant who makes a Contrary Election is not thereafter © 2014 Great-West Trust Company, LLC or its suppliers 18

 
Defined Contribution Prototype Plan subject to the Automatic Deferral or to any scheduled increases (i) Initial period. 3% for the period that begins thereto, even if the Participant later revokes the Contrary when the Participant first has contributions made pursuant to a Election or the Contrary Election expires, unless the Participant default election under the QACA and ends on the last day of the is a Covered Employee. following Plan Year; (i) Covered Employee. A Covered Employee (ii) Third Plan Year. 4% for the third Plan is a Participant who is subject to the EACA. The Employer in its Year of the Participant's participation in the QACA; Adoption Agreement will elect whether a Participant who makes a Contrary Election is a Covered Employee. A Covered (iii) Fourth Plan Year. 5% for the fourth Plan Employee must receive the annual EACA notice even though Year of the Participant's participation in the QACA; and the Participant's Contrary Election remains in effect. In addition, a Covered Employee who revokes his/her Contrary Election or (iv) Fifth and later Plan Years. 6% for the fifth whose Contrary Election expires, is thereafter immediately Plan Year of the Participant's participation in the QACA and for subject to the EACA Automatic Deferral. each subsequent Plan Year. (3) Qualified Automatic Contribution Arrangement For purposes of this Section 3.02(B)(3)(b), the Plan will treat a (QACA). If the Employer elects in its Adoption Agreement, the Participant who for an entire Plan Year did not have Automatic Employer maintains a Plan with Automatic Deferral provisions Deferral contributions made under the QACA as not having as a Qualified Automatic Contribution Arrangement (QACA), made such contributions for any prior Plan Year. effective as of the date the Employer elects in it Adoption Agreement (but not earlier than Plan Years beginning after (c) Uniformity. The uniformity provisions of December 31, 2007) and the provisions of this Section Section 3.02(B)(2)(b) applicable to an EACA, also apply to a 3.02(B)(3) and of Section 3.05(J) will apply. If this Plan is a QACA. QACA, then the Employer may elect in its Adoption Agreement to provide EACA permissible withdrawals, as described in (d) QACA Notice. See Section 3.05(H)(5) as to Section 3.02(B)(2)(d). QACA notice provisions. (a) Participants subject to QACA. The Employer (e) Effect of Contrary Election and termination of in its Adoption Agreement will elect which Participants are Election. A Participant's Contrary Election continues in effect subject to the QACA Automatic Deferral on the Effective Date until a Participant modifies or revokes the Election, or until the thereof including some or all current Participants and those Election expires. A Participant who revokes his/her Contrary Employees who become Participants after the QACA Effective Election or whose Contrary Election expires, is thereafter Date. The Employer must elect to apply the QACA Automatic immediately subject to the QACA Automatic Deferral. Deferral at least to those Participants as of the QACA Effective Date who do not have in effect a Salary Reduction Agreement (4) Automatic Contribution Definitions. The following and may also elect to apply the QACA Automatic Deferral to definitions apply to all Automatic Contribution Arrangements such Participants who have an existing Salary Reduction under this Section 3.02(B): Agreement in effect as provided in the Adoption Agreement. (a) Automatic Deferral. An Automatic Deferral is (i) QACA Effective Date. QACA Effective an Elective Deferral that results from the operation of Section Date means the date on which the QACA goes into effect, either 3.02(B)(1), Section 3.02(B)(2) or Section 3.02(B)(3). Under the as to the overall Plan or as to an individual Participant as the Automatic Deferral, the Employer automatically will reduce by context requires. A QACA becomes effective as to the Plan as of the Automatic Deferral Percentage or Amount the the date the Employer elects in its Adoption Agreement. A Compensation of each Participant subject to the Automatic Participant's QACA Effective Date is as soon as practicable after Deferral, except those Participants who timely make a Contrary the Participant is subject to Automatic Deferrals under the Election. QACA, consistent with the objective of affording the Participant a reasonable period of time after receipt of the QACA notice to (b) Automatic Deferral Percentage/Increases. The make a Contrary Election (and, if applicable, an investment Automatic Deferral Percentage is the percentage of Automatic election). However, in no event will the Automatic Deferral be Deferral which the Employer elects in its Adoption Agreement effective later than the earlier of: (1) the pay date for the second including any scheduled increase to the Automatic Deferral payroll period that begins after the date the QACA safe harbor Percentage which the Employer may elect. If a Participant notice (described in Section 3.05(H)(5)) is provided to the subject to the Automatic Deferral elected, before the Effective Employee, or (2) the first pay date that occurs at least 30 days Date of the Automatic Deferral, to defer an amount which is less after the QACA safe harbor notice is provided to the Employee. than the Automatic Deferral Percentage the Employer has elected in its Adoption Agreement, the Automatic Deferral (b) QACA Automatic Deferral Percentage. Except Percentage includes only the incremental percentage amount as provided in Section 3.02(B)(3)(c) (relating to uniformity necessary to increase the Participant's Elective Deferral to equal requirements), the Plan must apply to all Participants subject to the Automatic Deferral Percentage, including any scheduled the QACA as described in Section 3.02(B)(3)(a), a uniform increases thereto. See Section 3.02(B)(3)(b) as to the QACA Automatic Deferral Percentage, as a percentage of each required Automatic Deferral Percentage. Participant's Compensation, which does not exceed 10%, and which is at least the following minimum amount: (c) Compensation. Compensation for purposes of determining the amount of Automatic Deferrals by applying the Automatic Deferral Percentage means Compensation for purposes of allocating Elective Deferrals under the Plan. For © 2014 Great-West Trust Company, LLC or its suppliers 19

 
Defined Contribution Prototype Plan Plan Years beginning on or after January 1, 2010, Compensation (2) Definition of Catch-Up Deferral. A Catch-Up must be nondiscriminatory Compensation as described in Deferral is an Elective Deferral by a Catch-up Eligible Section 1.11(F); provided that the Employer in its Adoption Participant and which exceeds: (a) a Plan limit on Elective Agreement may not elect to limit NHCE Compensation to a Deferrals under Section 3.02(A); (b) the Annual Additions Limit specified dollar amount. under Section 4.05(B); (c) the Elective Deferral Limit under Section 4.10(A); or (d) the ADP Limit under Section 4.10(B). (d) Contrary Election. A Contrary Election is a Participant's election made after the ACA, EACA or QACA (3) Limit on Catch-Up Deferrals. A Participant's Effective Date not to defer any Compensation or to defer an Catch-Up Deferrals for a Taxable Year may not exceed the amount which is more or less than the Automatic Deferral lesser of: (a) 100% of the Participant's Compensation for the Percentage. Taxable Year when added to the Participant's other Elective Deferrals; or (b) the Catch-Up Deferral dollar limit in effect for (e) Contrary Election Effective Date. A the Taxable Year ($5,000 for 2006). Participant's Contrary Election generally is effective as of the first payroll period which follows the payroll period in which the (4) Adjustment after 2006. After the 2006 Taxable Year, Participant makes the Contrary Election. However, a Participant the Secretary of the Treasury will adjust the Catch-Up Deferral may make a Contrary Election which is effective: (i) for the first dollar limit in multiples of $500 under Code §414(v)(2)(C). payroll period in which he/she becomes a Participant if the Participant makes a Contrary Election within a reasonable (5) Treatment of Catch-Up Deferrals. Catch-Up period following the Participant's Entry Date and before the Deferrals are not: (a) subject to the Annual Additions Limit Compensation to which the Election applies becomes currently under Section 4.05(B); (b) subject to the Elective Deferral Limit available; or (ii) for the first payroll period following the under Section 4.10(A); (c) included in a Participant's ADR in Effective Date of the Automatic Deferral, if the Participant calculating the Plan's ADP under Section 4.10(B); or (d) taken makes a Contrary Election not later than the Effective Date of into account in determining the Highest Contribution Rate under the Automatic Deferral. Section 10.06(E). Catch-Up Deferrals are taken into account in determining the Plan's Top-Heavy Ratio under Section (C) Cash or Deferred Arrangement (CODA). The Employer 10.06(K). Otherwise, Catch-Up Deferrals are treated as other in its Adoption Agreement may elect to apply the CODA Elective Deferrals. provisions of this Section 3.02(C). Under a CODA, a Participant may elect to receive in cash his/her proportionate share of the (6) Universal availability. If the Employer permits Employer's cash or deferred contribution, in accordance with the Catch-Up Deferrals to its Plan, the right of all Catch-Up Eligible Employer's Adoption Agreement election. A Participant's Participants to make Catch-Up Deferrals must satisfy the proportionate share of the Employer's cash or deferred universal availability requirement of Treas. Reg. §1.414(v)-1(e). contribution is the percentage of the total cash or deferred If the Employer maintains more than one applicable plan within contribution which bears the same ratio that the Participant's the meaning of Treas. Reg. §1.414(v)-1(g)(1), and any of the Compensation for the Plan Year bears to the total Compensation applicable plans permit Catch-Up Deferrals, then any Catch-up of all Participants for the Plan Year. For purposes of Eligible Participant in any such plans must be permitted to have determining each Participant's proportionate share of the cash or the same effective opportunity to make the same dollar amount deferred contribution, a Participant's Compensation is his/her of Catch-Up Deferrals. Any Plan-imposed limit on total Elective Compensation for Nonelective Contribution allocations (unless Deferrals including Catch-Up Deferrals may not be less than the Employer elects otherwise in its Adoption Agreement) as 75% of a Participant's gross Compensation. determined under Section 1.11, excluding any effect the proportionate share may have on the Participant's Compensation (E) Roth Deferrals. The Employer in its 401(k) Plan Adoption for the Plan Year. The Plan Administrator will determine the Agreement may elect to permit Roth Deferrals. The Employer proportionate share prior to the Employer's actual contribution must also elect to permit Pre-Tax Deferrals if the Employer to the Trust, to provide the Participants with the opportunity to elects to permit Roth Deferrals. The Plan Administrator will file cash elections. The Employer will pay directly to the administer Roth Deferrals in accordance with this Section Participant the portion of his/her proportionate share the 3.02(E). Participant has elected to receive in cash. (1) Treatment of Roth Deferrals. The Plan (D) Catch-Up Deferrals. Unless the Employer otherwise elects Administrator will treat Roth Deferrals as Elective Deferrals for in its Adoption Agreement, the Plan permits Catch-Up Eligible all purposes of the Plan, except where the Plan indicates Participants to make Catch-Up Deferrals to the Plan under this otherwise. Section 3.02(D). (2) Separate accounting. The Plan Administrator will (1) Definition of Catch-Up Eligible Participant. A establish a Roth Deferral Account for each Participant who Catch-Up Eligible Participant is a Participant who is eligible to makes any Roth Deferrals and Earnings thereon in accordance make Elective Deferrals and who has attained at least age 50 or with Section 7.04(A)(1). The Plan Administrator will establish a who will attain age 50 before the end of the Taxable Year in Pre-Tax Account and Earnings thereon for each Participant who which he/she will make a Catch-Up Deferral. A Participant who makes any Pre-Tax Deferrals in accordance with Section dies or who incurs a Separation from Service before actually 7.04(A)(1). The Plan Administrator will credit only Roth attaining age 50 in such Taxable Year is a Catch-Up Eligible Deferrals and Earnings thereon (allocated on a reasonable and Participant. consistent basis) to a Participant's Roth Deferral Account. © 2014 Great-West Trust Company, LLC or its suppliers 20

 
Defined Contribution Prototype Plan (3) No re-classification. An Elective Deferral contributed formula and if the Participant satisfies the allocation conditions to the Plan either as a Pre-Tax Deferral or as a Roth Deferral for Fixed Matching Contributions, if any, the Employer elects in may not be re-classified as the other type of Elective Deferral; its Adoption Agreement. provided, however that a Pre-Tax Deferral may be converted to a Roth Deferral by means of an In-Plan Roth Rollover under (2) Discretionary Match. The Employer in its Adoption Section 3.08(E). Agreement may elect to make a Discretionary Matching Contribution to the Plan. (F) Elective Deferrals as Employer Contributions. Where the context requires under the Plan, Elective Deferrals are (a) Allocation. To the extent the Employer makes Employer Contributions except: (1) under Section 3.04 relating Discretionary Matching Contributions, the Plan Administrator to allocation of Employer Contributions; (2) under Section 3.06 will allocate the Discretionary Matching Contributions to the relating to allocation conditions; and (3) under Section 5.03 Account of each Participant entitled to the match under the relating to vesting. Employer's discretionary matching allocation formula and who satisfies the allocation conditions for Discretionary Matching (G) Automatic Escalation. The Employer in its Adoption Contributions, if any, the Employer elects in its Adoption Agreement will elect whether to apply the Automatic Escalation Agreement. The Employer under a Discretionary Matching provisions of this Section 3.02(G) to Salary Reduction Contribution retains discretion over the amount of its Matching Agreements. Such provisions shall apply to affirmative deferral Contributions, and, except as the Employer otherwise elects in elections and will not apply to participants for whom the its Adoption Agreement, the Employer also retains discretion Employer is withholding Automatic Deferrals under Section over the matching formula. See Section 1.35(B). 3.02(B). In its Adoption Agreement, the Employer will specify the Participants to whom automatic escalation applies, the (3) Roth Deferrals. Unless the Employer elects otherwise amount by which the Elective Deferrals will increase, and the in its Adoption Agreement, the Employer's Matching timing of the increase. Contributions apply in the same manner to Roth Deferrals as they apply to Pre-Tax Deferrals. 3.03 MATCHING CONTRIBUTIONS. If the Employer elects in its Adoption Agreement to provide for Matching (4) Contribution timing. Except as described in Section Contributions (or if Section 3.03(C)(2) applies), the Plan 3.05 regarding a Safe Harbor 401(k) Plan, the time period that Administrator will apply the provisions of this Section 3.03. the Employer elects for computing its Matching Contributions does not require that the Employer actually contribute the (A) Matching Formula: Type, Rate/Amount, Limitations Matching Contribution at any particular time. As to Matching and Time Period. Except as provided in Section 3.03(C)(2), the Contribution timing and the ACP test, see Section Employer in its Adoption Agreement must elect the type(s) of 4.10(C)(5)(e)(iii). Matching Contributions (Fixed or Discretionary Matching Contributions), and as applicable, the Matching Contribution (5) Participating Employers. If any Participating rate(s)/amount(s), the limit(s) on Elective Deferrals or Employee Employers contribute Matching Contributions to the Plan, the Contributions subject to match, the limit(s) on the amount of Employer in its Adoption Agreement must elect: (a) whether Matching Contributions, and the time period the Plan each Participating Employer will be subject to the same or Administrator will apply in the computation of any Matching different Matching Contribution formulas than the Signatory Contributions. If the Employer in its Adoption Agreement elects Employer; and (b) whether the Plan Administrator will allocate to apply any limit on Matching Contributions based on pay Matching Contributions only to Participants directly employed periods or on any other time period which is less than the Plan by the contributing Employer or to all Participants regardless of Year, the Plan Administrator will determine the limits in which Employer contributes or how much any Employer accordance with the time period specified and will not take into contributes. The allocation of Matching Contributions under this account any other Compensation or Elective Deferrals not Section 3.03(A)(5) also applies to the allocation of any forfeiture within the applicable time period, even in the case of a attributable to Matching Contributions and which the Plan Participant who becomes eligible for the match mid-Plan Year allocates to Participants. and regardless of the Employer's election as to Pre-Entry Compensation. If the Employer in its Adoption Agreement (B) Regular Matching Contributions. If the Employer in its elects to use "Participating Compensation" for Matching Adoption Agreement elects to make Matching Contributions, Contributions, the Plan Administrator will take Elective such contributions are Regular Matching Contributions unless: Deferrals into account in computing Matching Contributions (i) the Employer in its Adoption Agreement elects to treat some only if the Elective Deferrals were made after the Participant or all Matching Contributions as a Plan-Designated QMAC became eligible for the match. An Employee becomes "eligible under Section 3.03(C)(1); or (ii) the Employer makes an for the match" when the Employee becomes a Participant in the Operational QMAC under Section 3.03(C)(2). Matching Contribution portion of the plan. (1) Separate Account. The Plan Administrator will (1) Fixed Match. The Employer in its Adoption establish a separate Regular Matching Contribution Account for Agreement may elect to make a Fixed Matching Contribution to each Participant who receives an allocation of Regular Matching the Plan under one or more formulas. Contributions in accordance with Section 7.04(A)(1). (a) Allocation. The Employer may contribute on a (C) QMAC. The provisions of this Section 3.03(C) apply to Participant's behalf under a Fixed Matching Contribution QMAC contributions. formula only to the extent that the Participant makes Elective Deferrals or Employee Contributions which are subject to the © 2014 Great-West Trust Company, LLC or its suppliers 21

 
Defined Contribution Prototype Plan (1) Plan-Designated QMAC. The Employer in its 401(k) Plan Adoption Agreement will elect whether or not to treat some 3.04 NONELECTIVE/EMPLOYER CONTRIBUTIONS. or all Matching Contributions as a QMAC ("Plan-Designated If the Employer elects to provide for Nonelective Contributions QMAC"). If the Employer elects any Plan-Designated QMAC, to a Profit Sharing Plan or 401(k) Plan (or if Section 3.04(C)(2) the Employer in its Adoption Agreement will elect whether to applies), or the Plan is a Money Purchase Pension Plan, the Plan allocate the QMAC to all Participants or only to NHCE Administrator will apply the provisions of this Section 3.04. Participants. The Plan Administrator will allocate a Plan-Designated QMAC only to those Participants who have (A) Amount and Type. The Employer in its Adoption satisfied eligibility conditions under Article II to receive Agreement must elect the type and amount of Nonelective Matching Contributions (or if applicable, to receive QMACs) Contributions or other Employer Contributions. and who have satisfied any allocation conditions under Section 3.06 the Employer has elected in the Adoption Agreement as (1) Discretionary Nonelective Contribution. The applicable to QMACs. Employer in its Adoption Agreement may elect to make Discretionary Nonelective Contributions. (2) Operational QMAC. The Employer, to facilitate the Plan Administrator's correction of test failures under Section (2) Fixed Nonelective or other Employer 4.10, (or to lessen the degree of such failures), but only if the Contributions. The Employer in its Adoption Agreement may Plan is using Current Year Testing, also may make elect to make Fixed Nonelective Contributions or Money Discretionary Matching Contributions as QMACs to the Plan Purchase Pension Plan Contributions. The Employer must ("Operational QMAC"), irrespective of whether the Employer in specify the time period to which any fixed contribution formula its Adoption Agreement has elected to provide for any Matching will apply (which is deemed to be the Plan Year if the Employer Contributions or Plan-Designated QMACs. The Plan does not so specify) and must elect the allocation method which Administrator, in its discretion, will allocate the Operational may be the same as the contribution formula or may be a QMAC, but will limit the allocation of any Operational QMAC different allocation method under Section 3.04(B). only to some or all NHCEs who are ADP Participants or ACP Participants under Sections 4.11(A) and (B). The Plan (a) Cash value of unused paid time off. The Administrator may allocate an Operational QMAC to any such Employer in its Adoption Agreement may elect to make a Fixed NHCE Participants who are eligible to make (and who actually Nonelective Contribution on behalf of each Participant who make) Elective Deferrals or Employee Contributions even if participates in the Employer's Paid Time Off Plan. Under this such Participants have not satisfied any eligibility conditions provision, provided such amounts are Compensation for under Article II applicable to Matching Contributions (including purposes of Nonelective Contributions (including QMACs) or have not satisfied any allocation conditions under Post-Severance Compensation as applicable), the Employer will Section 3.06 applicable to Matching Contributions (or to make a Nonelective Contribution in an amount equal to the cash QMACs). Where the Plan Administrator disaggregates the Plan equivalent of each Participant's unused paid time off, as the for coverage and for nondiscrimination testing under the Employer determines such amount, at the end of the Plan Year "otherwise excludible employees" rule described in Section or other period determined by the Employer on a uniform and 4.06(C), the Plan Administrator also may limit the QMAC nondiscriminatory basis. The contributions described in this allocation to those NHCEs in any disaggregated plan which Section 3.04(A)(2)(a) are Fixed Nonelective Contributions for actually is subject to ADP and ACP testing (because there are all purposes under the Plan, including the allocation conditions HCEs in that disaggregated plan). described in Section 3.06(B) and (C), and the Vesting provisions described in Section 5.03. (3) Separate Account. The Plan Administrator will establish a separate QMAC Account for each Participant who (3) Prevailing Wage Contribution. The Employer in its receives an allocation of QMACs in accordance with Section Nonstandardized Plan or Volume Submitter Plan may elect to 7.04(A)(1). make fixed Employer Contributions pursuant to a Prevailing Wage Contract. In such event, the Employer's Prevailing Wage (D) Matching Catch-Up Deferrals. The Employer in its Contributions will be made in accordance with the Prevailing 401(k) Plan Adoption Agreement must elect whether or not to Wage Contract, based on hourly rate, employment category, match any Catch-Up Deferrals if the Plan permits Catch-Up employment classification and such other factors as such Deferrals. The Employer's election to match Catch-Up Deferrals contract specifies. The Employer in its Adoption Agreement will apply to all Matching Contributions or will specify the must elect whether to offset the Employer Contributions (which Fixed Matching Contributions or Discretionary Matching are not Prevailing Wage Contributions) to this Plan or to another Contributions which apply to the Catch-Up Deferrals. Employer plan, by the amount of the Participant's Prevailing Regardless of the Employer's Adoption Agreement election, in a Wage Contributions. To offset any Employer Contribution, the Safe Harbor 401(k) Plan, the Plan will apply the Basic Matching Prevailing Wage Contribution must comply with any Contribution or Enhanced Matching Contribution to Catch-Up distribution restriction under Section 6.01(C)(4) otherwise Deferrals and if the Plan will satisfy the ACP test safe harbor applicable to the Employer Contribution being offset and the under Section 3.05(G), the Employer will apply any Additional Plan Administrator must account for the Prevailing Wage Matching Contribution to Catch-Up Deferrals. Contribution accordingly. See Section 5.03(E) regarding vesting of Prevailing Wage Contributions. (E) Targeting Limitations. Matching Contributions, for nondiscrimination testing purposes, are subject to the targeting (4) Participating Employers. If any Participating limitations in Section 4.10(D). The Employer will not make an Employers contribute Nonelective Contributions or other Operational QMAC in an amount which exceeds the targeting Employer Contributions to the Plan, the Employer in its limitations. Adoption Agreement must elect: (a) whether each Participating © 2014 Great-West Trust Company, LLC or its suppliers 22

 
Defined Contribution Prototype Plan Employer will be subject to the same or different Nonelective/Employer Contribution formulas under Section (b) Four-tiered. 3.04(A) and allocation methods under Section 3.04(B) than the Signatory Employer; and (b) whether, under Section 3.04(B), (i) Tier one. Under the first tier, the Plan the Plan Administrator will allocate Nonelective/Employer Administrator will allocate the Employer Contributions for a Contributions only to Participants directly employed by the Plan Year in the same ratio that each Participant's Compensation contributing Employer or to all Participants regardless of which for the Plan Year bears to the total Compensation of all Employer contributes or how much any Employer contributes. Participants for the Plan Year, but not exceeding 3% of each The allocation of Nonelective/Employer Contributions under Participant's Compensation. Solely for purposes of this first tier this Section 3.04(A)(4) also applies to the allocation of any allocation, a "Participant" means, in addition to any Participant forfeiture attributable to Nonelective/Employer Contributions who satisfies the allocation conditions of Section 3.06 for the and which the Plan allocates to Participants. Plan Year, any other Participant entitled to a Top-Heavy Minimum Allocation. (B) Method of Allocation. The Employer in its Adoption Agreement must specify the method of allocating Nonelective (ii) Tier two. Under the second tier, the Plan Contributions or other Employer Contributions to the Trust. The Administrator will allocate the Employer Contributions for a Plan Administrator will apply this Section 3.04(B) by including Plan Year in the same ratio that each Participant's Excess in the allocation only those Participants who have satisfied the Compensation (as the Employer defines that term in its Plan's allocation conditions under Section 3.06, if any, Adoption Agreement) for the Plan Year bears to the total Excess applicable to the contribution. The Plan Administrator, in Compensation of all Participants for the Plan Year, but not allocating a contribution under any allocation formula which is exceeding 3% of each Participant's Excess Compensation. based in whole or in part on Compensation, will take into account Compensation under Section 1.11 as the Employer (iii) Tier three. Under the third tier, the Plan elects in its Adoption Agreement and only will take into account Administrator will allocate the Employer Contributions for a the Compensation of the Participants entitled to an allocation. In Plan Year in the same ratio that each Participant's Compensation addition, if the Employer has elected in its Adoption Agreement plus Excess Compensation for the Plan Year bears to the total to define allocation Compensation over a time period which is Compensation plus Excess Compensation of all Participants for less than a full Plan Year, the Plan Administrator will apply the the Plan Year. The allocation under this third tier, as a allocation methods in this Section 3.04(B) based on Participant percentage of each Participant's Compensation plus Excess Compensation within the relevant time period. Compensation, must not exceed the applicable percentage (2.7%, 2.4%, or 1.3%) listed under Section 3.04(B)(2)(c). (1) Pro rata allocation formula. The Employer in its Adoption Agreement may elect a pro rata allocation formula. (iv) Tier four. Under the fourth tier, the Plan Under a pro rata allocation formula, the Plan Administrator will Administrator will allocate any remaining Employer allocate the Employer Contributions for a Plan Year in the same Contributions for a Plan Year in the same ratio that each ratio that each Participant's Compensation for the Plan Year (or Participant's Compensation for the Plan Year bears to the total other applicable period) bears to the total Compensation of all Compensation of all Participants for the Plan Year. Participants for the Plan Year (or other applicable period). (c) Maximum disparity table. For purposes of the (2) Permitted disparity allocation formula. The permitted disparity allocation formulas under this Section Employer in its Adoption Agreement may elect a two-tiered or a 3.04(B)(2), the applicable percentage is: four-tiered permitted disparity formula, providing allocations described in (a) or (b) below, respectively. The Employer also Integration level % Applicable % for Applicable % for may elect a two-tiered permitted disparity formula which of taxable wage base 2-tiered formula for 4-tiered formula changes to four-tiered in any Plan Year in which the Plan is top-heavy. 100% 5.7% 2.7% (a) Two-tiered. More than 80% but less than 100% 5.4% 2.4% (i) Tier one. Under the first tier, the Plan Administrator will allocate the Employer Contributions for a More than 20% Plan Year in the same ratio that each Participant's Compensation (but not less than plus Excess Compensation (as the Employer defines that term in $10,001) and not its Adoption Agreement) for the Plan Year bears to the total more than 80% 4.3% 1.3% Compensation plus Excess Compensation of all Participants for the Plan Year. The allocation under this first tier, as a percentage 20% (or $10,000, if of each Participant's Compensation plus Excess Compensation, greater) or less 5.7% 2.7% must not exceed the applicable percentage (5.7%, 5.4%, or 4.3%) listed under Section 3.04(B)(2)(c). For this purpose, the Taxable Wage Base is the contribution and benefit base under Section 230 of the Social Security Act in (ii) Tier two. Under the second tier, the Plan effect at the beginning of the Plan Year. The integration level is Administrator will allocate any remaining Employer the uniform amount specified in the Employer's Adoption Contributions for a Plan Year in the same ratio that each Agreement. Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. (d) Overall permitted disparity limits. © 2014 Great-West Trust Company, LLC or its suppliers 23

 
Defined Contribution Prototype Plan Contribution for the Plan Year within each classification as the (i) Annual overall permitted disparity limit. Employer elects in its Adoption Agreement which may be: (i) in Notwithstanding Sections 3.04(B)(2)(a) and (b), for any Plan the same ratio that each Participant's Compensation for the Plan Year the Plan benefits any Participant who benefits under Year bears to the total Plan Year Compensation for all another qualified plan or under a simplified employee pension Participants within the same classification (pro rata); or (ii) the plan (as defined in Code §408(k)) maintained by the Employer same dollar amount to each Participant within a classification. that provides for permitted disparity (or imputes disparity), the Plan Administrator will allocate Employer Contributions to the (c) Shifting classifications within the Plan Year. If Account of each Participant in the same ratio that each a Participant during a Plan Year shifts from one classification to Participant's Compensation bears to the total Compensation of another, the Plan Administrator will apportion the Participant's all Participants for the Plan Year. allocation for each classification pro rata based on the Participant's Compensation for the part of the Plan Year the (ii) Cumulative permitted disparity limit. Participant was a member of the classification, unless the Effective for Plan Years beginning after December 31, 1994, the Employer in Appendix B: (i) specifies apportionment based on cumulative permitted disparity limit for a Participant is 35 total the number of months or days a Participant spends in a cumulative permitted disparity years. "Total cumulative classification; or (ii) elects that the Employer in a permitted disparity years" means the number of years credited to nondiscriminatory manner will direct the Plan Administrator as the Participant for allocation or accrual purposes under the Plan, to which classification the Participant will participate in during any other qualified plan or simplified employee pension plan that entire Plan Year. (whether or not terminated) ever maintained by the Employer. For purposes of determining the Participant's cumulative (4) Super-integrated allocation formula. The Employer permitted disparity limit, the Plan Administrator will treat all in its Volume Submitter Plan may elect a super-integrated years ending in the same calendar year as the same year. If the allocation formula. The Plan Administrator will allocate the Participant has not benefited under a Defined Benefit Plan or Employer Contribution for the Plan Year in accordance with the under a target benefit plan of the Employer for any year tiers of priority that the Employer elects in its Adoption beginning after December 31, 1993, the Participant does not Agreement. The Plan Administrator will not allocate to the tier have a cumulative permitted disparity limit. with the next lower priority until the Employer has contributed an amount sufficient to maximize the allocation under the For purposes of this Section 3.04(B)(2)(d), a immediately preceding tier. Participant "benefits" under a plan for any Plan Year during which the Participant receives, or is deemed to receive, a (5) Age-based allocation formula. The Employer in its contribution allocation in accordance with Treas. Reg. Nonstandardized Plan or Volume Submitter Plan may elect an §1.410(b)-3(a). age-based allocation formula. The Plan Administrator will allocate the Employer Contribution for the Plan Year in the (e) Pro-ration of integration level. In the event that same ratio that each Participant's Benefit Factor for the Plan the Plan Year is less than 12 months and the Plan Administrator Year bears to the sum of the Benefit Factors of all Participants will allocate the Employer Contribution based on Compensation for the Plan Year. As such, the total employer contribution will for the short Plan Year, the Plan Administrator will pro rate the be allocated to each Participant sharing in the allocation such integration level based on the number of months in the short that the equivalent benefit accrual rate for each such Participant Plan Year. The Plan Administrator will not pro rate the is identical. integration level in the case of: (i) a Participant who participates in the Plan for less than the entire 12 month Plan Year and (a) Definition of Benefit Factor. A Participant's whose allocation is based on Participating Compensation; (ii) a Benefit Factor is his/her Compensation for the Plan Year new Plan established mid-Plan Year, but with an Effective Date multiplied by the Participant's Actuarial Factor. which is as of the beginning of the Plan Year; or (iii) a terminating Plan which bases allocations on Compensation (b) Definition of Actuarial Factor. A Participant's through the effective date of the termination, but where the Plan Actuarial Factor is the factor that the Plan Administrator Year continues for the balance of the full 12 month Plan Year. establishes based on the interest rate and mortality table the Employer elects in its Adoption Agreement. If the Employer (3) Classifications allocation formula. The Employer in elects to use the UP-1984 table, a Participant's Actuarial Factor its Nonstandardized Plan or Volume Submitter Plan may elect to is the factor in Table I of Appendix D to the Adoption specify classifications of Participants to whom the Plan Agreement or is the product of the factors in Tables I and II of Administrator will allocate any Employer Contribution. Appendix D to the Adoption Agreement if the Plan's Normal Retirement Age is not age 65. If the Employer in its Adoption (a) Classifications. The Employer may elect to Agreement elects to use a table other than the UP-1984 table, the specify any number of classifications and a classification may Plan Administrator will determine a Participant's Actuarial consist of any number of Participants. The Employer also may Factor in accordance with the designated table (which the elect to put each Participant in his/her own classification. Employer will attach to the Adoption Agreement as a substituted Appendix D) and the Adoption Agreement elected interest rate. (b) Allocation of contribution within classifications. The Plan Administrator will apportion the (6) Uniform points allocation formula. The Employer in Employer Contribution for a Plan Year to the classifications as its Nonstandardized Plan or Volume Submitter Plan may elect a the Employer designates in writing at the time that the Employer uniform points allocation formula. The Plan Administrator will makes the contribution. If there is more than one Participant in a allocate any Employer Contribution for a Plan Year in the same classification, the Plan Administrator will allocate the Employer ratio that each Participant's points bear to the total points of all © 2014 Great-West Trust Company, LLC or its suppliers 24

 
Defined Contribution Prototype Plan Participants for the Plan Year. The Plan Administrator conditions under Article II applicable to Nonelective determines a Participant's points in accordance with the Contributions (including QNECs) or have not satisfied any Employer's Adoption Agreement elections under which the allocation conditions under Section 3.06 applicable to Employer will elect to define points based on Years of Service, Nonelective Contributions (or to QNECs). Where the Plan Compensation and/or age. Administrator disaggregates the Plan for coverage and for nondiscrimination testing under the "otherwise excludible (7) Incorporation of fixed or Prevailing Wage employees" rule described in Section 4.06(C), the Plan Contribution formula. The Employer in its Adoption Administrator also may limit the QNEC allocation to those Agreement may elect to allocate Employer Contributions in NHCEs in any disaggregated "plan" which actually is subject to accordance with the Plan's fixed Employer Contribution ADP and ACP testing (because there are HCEs in that formula. In such event, the Plan Administrator will allocate the disaggregated plan), The Employer may designate all or any part Employer Contributions for a Plan Year in accordance with the of its Prevailing Wage Contribution as a QNEC, provided that Fixed Nonelective or other Employer Contribution formula or in the Prevailing Wage Contribution qualifies as a QNEC. accordance with the Prevailing Wage Contribution formula the Employer has elected under Sections 3.04(A)(2) or (3). (3) Reverse QNEC allocation. Under the reverse QNEC allocation method, the Plan Administrator (subject to Section (8) Money Purchase allocation formula. The Plan 3.06 if applicable), will allocate a QNEC first to the NHCE Administrator will allocate the Employer Contributions for a Participant(s) with the lowest Compensation for the Plan Year in Plan Year to its Money Purchase Pension Plan as provided in the an amount not exceeding the Annual Additions Limit for each Employer's Adoption Agreement. Participant, with any remaining amounts allocated to the next highest paid NHCE Participant(s) not exceeding his/her Annual (C) QNEC. The provisions of this Section 3.04(C) apply to Additions Limit and continuing in this manner until the Plan QNEC contributions. Administrator has fully allocated the QNEC. (1) Plan-Designated QNEC. The Employer in its 401(k) (4) Separate Account. The Plan Administrator will Plan Adoption Agreement will elect whether or not to treat some establish a separate QNEC Account for each Participant who or all Nonelective Contributions as a QNEC ("Plan-Designated receives an allocation of QNECs in accordance with Section QNEC"). If the Employer elects any Plan-Designated QNECs, 7.04(A)(1). the Employer in its Adoption Agreement will elect whether to allocate a Plan-Designated QNEC to all Participants or only to (5) Anti-conditioning and targeting. The Employer in NHCE Participants and the Employer in its Adoption Agreement its Adoption Agreement and the Plan Administrator in operation also must elect a QNEC allocation method as follows: (a) pro may not condition the allocation of any QNEC under this rata in relation to Compensation; (b) in the same dollar amount Section 3.04(C), on whether a Participant has made Elective without regard to Compensation (flat dollar); (c) under the Deferrals. The nondiscrimination testing of QNECs also is reverse allocation method; or (d) under any other method subject subject to the targeting limitations of Section 4.10(D). The to the testing limitations of Section 3.04(C)(5). The Plan Employer will not make an Operational QNEC in an amount Administrator will allocate a QNEC under this Section which exceeds the targeting limitations. 3.04(C)(1) only to those Participants who have satisfied eligibility conditions under Article II to receive Nonelective (6) Standardized Plan limitation. The Employer in its Contributions (or if applicable, to QNECs) and who have Standardized Plan may not elect a reverse QNEC allocation satisfied any allocation conditions under Section 3.06 the method or any similar QNEC allocation method even if such Employer has elected in the Adoption Agreement as applicable allocation would comply with Section 3.04(C)(5). to QNECs. (D) Qualified Replacement Plan. The Employer may establish (2) Operational QNEC. The Employer, to facilitate the or maintain this Plan as a qualified replacement plan as Plan Administrator's correction of test failures under Section described in Code §4980 under which the Plan may receive a 4.10, (or to lessen the degree of such failures), but only if the Transfer from a terminating qualified plan the Employer also Plan is using Current Year Testing, also may make maintains. The Plan Administrator will credit the transferred Discretionary Nonelective Contributions as QNECs to the Plan amounts to a suspense account under the Plan and thereafter the ("Operational QNEC"), irrespective of whether the Employer in Plan Administrator will allocate the transferred amounts under its Adoption Agreement has elected to provide for any this Section 3.04(D) in the same manner as the Plan Nonelective Contributions or Plan-Designated QNECs. The Plan Administrator allocates Employer Nonelective Contributions. Administrator, in its discretion, will allocate the Operational QNEC, but will limit the allocation of any Operational QNEC 3.05 SAFE HARBOR 401(k) CONTRIBUTIONS. The only to some or all NHCE Participants who are ADP Employer in its 401(k) Plan Adoption Agreement may elect to Participants or ACP Participants under Sections 4.11(A) and apply to its Plan the safe harbor provisions of this Section 3.05. (B). The Plan Administrator operationally must elect whether to allocate an Operational QNEC to NHCE ADP Participants: (a) (A) Prior Election and Notice/12 Month Plan Year. Except pro rata in relation to Compensation; (b) in the same dollar as otherwise provided in this Plan an Employer: (i) prior to amount without regard to Compensation (flat dollar); (c) under beginning of the Plan Year to which the safe harbor provisions the reverse allocation method; or (d) under any other method; apply, must elect the safe harbor plan provisions of this Section provided, that any QNEC allocation is subject to the limitations 3.05; (ii) prior to the beginning of the Plan Year to which the of Section 3.04(C)(5). The Plan Administrator may allocate an safe harbor provisions apply, must satisfy the applicable notice Operational QNEC to any NHCE ADP or ACP Participants requirements; and (iii) must apply the safe harbor provisions for even if such Participants have not satisfied any eligibility the entire 12 month safe harbor Plan Year. © 2014 Great-West Trust Company, LLC or its suppliers 25

 
Defined Contribution Prototype Plan 4.05(B) or the maximum Deferral Limit in Section 4.10(A). If (1) Short Plan Year. An Employer's Plan may be a Safe the Plan permits Roth Deferrals in addition to Pre-Tax Deferrals, Harbor 401(k) Plan in a short Plan Year: (a) as provided in Elective Deferrals for purposes of Section 3.05 includes both Sections 3.05(I)(3) or (5), relating to the initial safe harbor Plan Roth Deferrals and Pre-Tax Deferrals. Year; (b) if the Employer creates a short Plan Year by changing its Plan Year, provided that the Employer maintains the Plan as (D) "Early" Elective Deferrals/Delay of Safe Harbor a Safe Harbor 401(k) Plan in the Plan Years both before and Contribution. If the Employer in its Adoption Agreement elects after the short Plan Year as described in Treas. Reg. any age and service eligibility requirements for Elective §1.401(k)-3(e)(3); or (c) if the short Plan Year is the result of the Deferrals that are less than age 21 and one Year of Service (with Employer's termination of the Plan under Section 3.05(I)(6). one Year of Service being defined as completion of 1,000 Hours of Service during the relevant Eligibility Computation Period), (B) Effect/Remaining Terms/Testing Status. The provisions the Employer in its Adoption Agreement may elect to apply the of this Section 3.05 apply to an electing Employer OEE rule described in Section 4.06(C) to the Safe Harbor notwithstanding any contrary provision of the Plan and all other Contributions. If the Employer so elects, then (1) Only those remaining Plan terms continue to apply to the Employer's Safe Participants who are Includible Employees will receive the Safe Harbor 401(k) Plan. An Employer which elects and Harbor Contributions; (2) the disaggregated plan which covers operationally satisfies the safe harbor provisions of this Section the Includible Employees is a Safe Harbor 401(k) Plan under 3.05 is not subject to the nondiscrimination provisions of this Section 3.05; (3) the Plan Administrator will perform the Section 4.10(B) (ADP test). An electing Employer which ADP (and ACP) tests as necessary for the disaggregated plan provides for an Enhanced Matching Contribution under Section which covers the Otherwise Excludible Employees, as provided 3.05(E)(6) or for Additional Matching Contributions under in Section 4.06(B)(1). If the Employer in its Adoption Section 3.05(F) is subject to the nondiscrimination provisions of Agreement has elected "Participating Compensation" for Section 4.10(C) (ACP test), unless the Employer elects in its allocating Nonelective Contributions or Matching Contributions Adoption Agreement to apply the ACP test safe harbor (as applicable), the Plan Administrator, in allocating the Safe described in Section 3.05(G). If the Plan is a Safe Harbor 401(k) Harbor Contribution for the Plan Year in which a Participant Plan, for purposes of testing in future (non-safe harbor) Plan crosses over to the Includible Employees group, will count Years, the Plan in the safe harbor Plan Year is deemed to be Compensation and Elective Deferrals only on and following the using Current Year Testing as to the ADP test and is deemed to Cross-Over Date. See Section 4.06(C) for the definitions of be using Current Year Testing for the ACP test if the Plan in the "OEE rule," "Includible Employees," "Otherwise Excludible safe harbor Plan Year satisfies the ACP test safe harbor. If a Employees," and "Cross-Over Date." Nothing in this Section Safe Harbor 401(k) Plan is subject to Sections 3.05(I)(1) or (2), 3.05(D) affects the obligation of the Employer under Article X the Plan in such Plan Year is deemed to be using Current Year in the event that the Plan is top-heavy, to provide a Top-Heavy Testing for both the ADP and ACP tests. Minimum Allocation for Non-Key Employee Participants. Under this Section 3.05(D), eligibility for Additional Matching (C) Compensation for Allocation. In allocating Safe Harbor Contributions and for Nonelective Contributions which are not Contributions and Additional Matching Contributions that Safe Harbor Nonelective Contributions is controlled by the satisfy the ACP test safe harbor under Section 3.05(G) and for Employer's Adoption Agreement elections and is not necessarily Elective Deferral allocation under this Section 3.05, the limited to age 21 and one Year of Service as is the case for Safe following provisions apply: Harbor Contributions. However, as to ACP test safe harbor treatment for Additional Matching Contributions, see Section (1) Safe Harbor and Additional Matching allocation. 3.05(F)(2). For purposes of allocating the Employer's Safe Harbor Contributions and ACP test safe harbor Additional Matching (E) Safe Harbor Contributions/ADP Test Safe Harbor. An Contributions, if any, Compensation is limited as described in Employer which elects under this Section 3.05(E) to apply the Section 1.11(E) and Employer must elect under its Adoption safe harbor provisions, must satisfy the ADP test safe harbor Agreement a nondiscriminatory definition of Compensation as contribution requirement under either Code §401(k)(12) or Code described in Section 1.11(F). The Employer in its Adoption §401(k)(13) by making a Safe Harbor Contribution to the Plan. Agreement may not elect to limit NHCE Compensation to a Except as otherwise provided in this Section 3.05, the Employer specified dollar amount, except as required under Section must make its Safe Harbor Contributions (and any Additional 1.11(E). Matching Contributions which will satisfy the ACP test safe harbor), no later than twelve months after the end of the Plan (2) Deferral allocation. An Employer in its Adoption Year to which such contributions are allocated. If the Employer Agreement may elect to limit the type of Compensation from satisfies this Section 3.05(E) and the remaining applicable which a Participant may make an Elective Deferral to any provisions of Section 3.05, Elective Deferrals are not subject to reasonable definition. The Employer in its Adoption Agreement nondiscrimination testing under Section 4.10(B) (ADP test). The also may elect to limit the amount of a Participant's Elective Employer in its Adoption Agreement may elect to apply Deferrals to a whole percentage of Compensation or to a whole forfeitures toward satisfaction of the Employer's required Safe dollar amount, provided each Eligible NHCE Participant may Harbor Contribution. make Elective Deferrals in an amount sufficient to receive the maximum Matching Contribution, if any, available under the (1) Definition of Safe Harbor Contribution. A Safe Plan and may defer any lesser amount. However, a Participant Harbor Contribution is a Safe Harbor Nonelective Contribution may not make Elective Deferrals in the event that the Participant or a Safe Harbor Matching Contribution as the Employer elects is suspended from doing so under Section 6.07(A)(2), relating to in its Adoption Agreement and includes a QACA Safe Harbor hardship distributions or to the extent that the allocation would Contribution. exceed a Participant's Annual Additions Limit in Section © 2014 Great-West Trust Company, LLC or its suppliers 26

 
Defined Contribution Prototype Plan (2) Definition of Safe Harbor Nonelective to contribute by the foregoing deadline, the Employer will Contribution. A Safe Harbor Nonelective Contribution is a correct the operational failure by contributing the Safe Harbor Fixed Nonelective Contribution in an amount the Employer Matching Contribution as soon as is possible and also will elects in its Adoption Agreement, which must equal at least 3% contribute Earnings on the Contribution. See Section 7.08. If the of each Participant's Compensation unless the Employer elects time period for computing the Safe Harbor Matching to limit Safe Harbor Nonelective Contributions to NHCEs under Contribution is the Plan Year, the Employer must contribute the Section 3.05(E)(9) or unless Section 3.05(D) applies. A Safe Safe Harbor Matching Contribution to the Plan no later than Harbor Nonelective Contribution is a QNEC, except that the twelve months after the end of the Plan Year to which the Safe Employer in its Adoption Agreement may elect to apply a Harbor Contribution is allocated. QACA vesting schedule to a Safe Harbor Nonelective Contribution the Employer makes to a QACA. (8) No allocation conditions. The Plan Administrator must allocate the Employer's Safe Harbor Contribution without (3) Definition of Safe Harbor Matching Contribution. regard to the Section 3.06 allocation conditions, if any, the A Safe Harbor Matching Contribution is a Basic Matching Employer has elected as to non-Safe Harbor Contributions. Contribution, a QACA Basic Matching Contribution, or an Enhanced Matching Contribution. Under a Safe Harbor (9) NHCEs must receive allocation; further election of Matching Contribution an HCE may not receive a greater rate of allocation group. Subject to Section 3.05(D), the Plan match at any level of Elective Deferrals than any NHCE. A Safe Administrator must allocate the Safe Harbor Contribution to Harbor Matching Contribution is a QMAC, except that the NHCE Participants, which for purposes of Section 3.05 means Employer in its Adoption Agreement may elect to apply a NHCEs who are eligible to make Elective Deferrals. The QACA vesting schedule to a QACA Basic Matching Employer in its Adoption Agreement, must elect whether to Contribution or to an Enhanced Matching Contribution the allocate Safe Harbor Contributions: (a) to all Participants; (b) Employer makes to a QACA. only to NHCE Participants; or (c) to NHCE Participants and to designated HCE Participants. The Employer in its Adoption (4) Definition of Basic Matching Contribution. A Basic Agreement also may elect to exclude Collective Bargaining Matching Contribution is a Fixed Matching Contribution equal Employees from the allocation of Safe Harbor Contributions. to 100% of a Participant's Elective Deferrals which do not exceed 3% of Compensation, plus 50% of Elective Deferrals (10) 100% vesting/distribution restrictions. A which exceed 3%, but do not exceed 5% of Compensation. Participant's Account Balance attributable to Safe Harbor Contributions: (a) at all times is 100% Vested, unless the (5) Definition of QACA Basic Matching Contribution. Employer maintains a QACA and elects in its Adoption A QACA Basic Matching Contribution is a Fixed Matching Agreement to apply a QACA vesting schedule; and (b) is subject Contribution equal to 100% of a Participant's Elective Deferrals to the distribution restrictions described in Section which do not exceed 1% of Compensation, plus 50% of Elective 6.01(C)(4)(b). Deferrals which exceed 1%, but do not exceed 6% of Compensation. (11) Possible application of ACP test. If the Plan's sole Matching Contribution is a Basic Matching Contribution or a (6) Definition of Enhanced Matching Contribution. An QACA Basic Matching Contribution, the Basic Matching Enhanced Matching Contribution is a Fixed Matching Contribution or QACA Basic Matching Contribution is not Contribution made in accordance with any formula the subject to nondiscrimination testing under Section 4.10(C) (ACP Employer elects in its Adoption Agreement under which: (a) at test). The Employer in its Adoption Agreement must elect any rate of Elective Deferrals, a Participant receives a Matching whether to satisfy the ACP test safe harbor amount limitations Contribution which is at least equal to the match the Participant under Section 3.05(G) with respect to the Employer's Enhanced would receive under the Basic Matching Contribution formula Matching Contributions or to test its Enhanced Matching or under the QACA Basic Matching Contribution formula, as Contributions under Section 4.10(C) (ACP test). The Employer applicable; and (b) the rate of match does not increase as the rate in its Adoption Agreement may elect to test Enhanced Matching of Elective Deferrals increases. Contributions using Current Year Testing or Prior Year Testing. (7) Time period for computing/contributing Safe (12) Application to other allocations/testing. Except as Harbor Matching Contribution. the Employer otherwise elects in Appendix B and as described below as to permitted disparity, any Safe Harbor Nonelective (a) Computation. The Employer in its Adoption Contributions will be applied toward (offset) any other Agreement must elect the applicable time period for computing allocation to a Participant of a non-Safe Harbor Nonelective the Employer's Safe Harbor Matching Contributions. If the Contribution. An Employer electing to apply the general Employer fails to so elect, the Employer is deemed to have nondiscrimination test under Section 4.06(C), may include Safe elected to compute its Safe Harbor Matching Contribution based Harbor Nonelective Contributions in applying the general test. on the Plan Year. An Employer which has elected in its Adoption Agreement to apply permitted disparity in allocating the Employer's (b) Contribution deadline. If the Employer elects to Nonelective Contributions made in addition to Safe Harbor compute its Safe Harbor Matching Contribution based on a time Nonelective Contributions may not include within the permitted period which is less than the Plan Year, the Employer must disparity formula allocation any of the Employer's Safe Harbor contribute the Safe Harbor Matching Contributions to the Plan Nonelective Contributions. no later than the end of the Plan Year quarter which follows the quarter in which the Elective Deferral that gave rise to the Safe (13) Contribution to another plan. An Employer in its Harbor Matching Contribution was made. If the Employer fails Adoption Agreement may elect to make the Safe Harbor © 2014 Great-West Trust Company, LLC or its suppliers 27

 
Defined Contribution Prototype Plan Contribution to another Defined Contribution Plan the Employer (4) Time period for computing/contributing maintains provided: (a) this Plan and the other plan have the Additional Matching Contributions. same Plan Years; (b) each Participant eligible for Safe Harbor Contributions under this Plan is eligible to participate in the (a) Computation. The Employer in its Adoption other plan; and (c) the other plan provides that 100% vesting and Agreement must elect the applicable time period for computing the distribution restrictions under Section 6.01(C)(4)(b) apply to the Employer's Additional Matching Contributions. If the the Safe Harbor Contribution Account maintained within the Employer fails to so elect, the Employer is deemed to have other plan. An Employer cannot apply any Safe Harbor elected to compute its Additional Matching Contribution based Contributions to satisfy the 401(k) safe harbor requirements in on the Plan Year. more than one plan. (b) Contribution deadline. This Section (F) Additional Matching Contributions. The Employer in its 3.05(F)(4)(b) applies if the Employer in its Adoption Agreement Adoption Agreement may elect to make Additional Matching elects to apply the ACP test safe harbor under Section 3.05(G) to Contributions to its safe harbor Plan under this Section 3.05(F). its Additional Matching Contributions. If the Employer elects to compute its Additional Matching Contribution based on a time (1) Definition of Additional Matching Contributions. period which is less than the Plan Year, the Employer must Additional Matching Contributions are Fixed or Discretionary contribute the Additional Matching Contributions to the Plan no Matching Contributions ("Fixed Additional Matching later than the end of the Plan Year quarter which follows the Contributions" or "Discretionary Additional Matching quarter in which the Elective Deferral that gave rise to the Contributions") the Employer makes to its Safe Harbor 401(k) Additional Matching Contribution was made. If the Employer Plan (including a Safe Harbor 401(k) Plan the Employer elected fails to contribute by the foregoing deadline, the Employer will into during the Plan Year under Section 3.05(I)(1)) and are not correct the operational failure by contributing the Additional Safe Harbor Matching Contributions. Additional Matching Matching Contribution as soon as is possible and will also Contributions are in addition to whatever type of Safe Harbor contribute Earnings on the Contribution. See Section 7.08. If the Contributions the Employer makes to satisfy the ADP test safe Employer elects to apply the ACP test safe harbor and elects the harbor under Section 3.05(E). If the Employer under Section Plan Year as the time period for computing the Additional 3.05(I)(1) does not elect into the safe harbor as of a Plan Year, Matching Contribution, the Employer must contribute the any Matching Contributions for that Plan Year are not Additional Matching Contribution to the Plan no later than Additional Matching Contributions and as such cannot qualify twelve months after the end of the Plan Year to which the for the ACP test safe harbor. Additional Matching Contribution is allocated. (2) Safe harbor or testing. The Employer in its Adoption (G) ACP test safe harbor. The Employer in its Adoption Agreement must elect whether to subject the Additional Agreement will elect whether (i) to apply the amount limitations Matching Contributions to the ACP test safe harbor under this Section 3.05(G) in order to comply with the ACP test requirements of Section 3.05(G), or for the Plan Administrator safe harbor as described in this Section 3.05(G); or (ii) the Plan to test the Additional Matching Contributions (and any Safe Administrator must test all Matching Contributions under the Harbor Matching Contribution) for nondiscrimination under ACP test unless the Plan's only Matching Contribution is a Basic Section 4.10(C) (ACP test). The Employer in its Adoption Matching Contribution or a QACA Basic Matching Agreement may elect to test Additional Matching Contributions Contribution. If the Employer elects to test, the Employer also (and any Safe Harbor Matching Contribution) using Current will elect whether to perform the ACP test using Current Year or Year Testing or Prior Year Testing. See Section 3.05(I)(1)(a) Prior Year Testing. with regard to ACP testing Matching Contributions in connection with the maybe notice. (1) Amount limitations. Under the ACP test safe harbor: (a) the Employer may not make Matching Contributions as to a (3) Eligibility, vesting, allocation conditions and Participant's Elective Deferrals which exceed 6% of the distributions. The Employer must elect in its Adoption Participant's Plan Year Compensation; (b) the amount of any Agreement the eligibility conditions, vesting schedule, Discretionary Additional Matching Contribution allocated to any allocation conditions and distribution provisions applicable to Participant may not exceed 4% of the Participant's Plan Year the Employer's Additional Matching Contributions. To satisfy Compensation; (c) the rate of Matching Contributions may not the ACP test safe harbor under Section 3.05(G), any allocation increase as the rate of Elective Deferrals increases; and (d) an conditions the Employer otherwise elects in its Adoption HCE may not receive a rate of match greater than any NHCE Agreement do not apply to Additional Matching Contributions. (taking into account HCE aggregation under Section However, regardless of whether the Employer elects to treat the 4.10(C)(6)). Additional Matching Contributions as being subject to the ACP test safe harbor, the Employer may elect: (a) to apply a vesting (2) No partial ACP test safe harbor. If the Employer's schedule to the Additional Matching Contributions; and (b) to Plan has more than one Matching Contribution formula, each treat the Additional Matching Contributions Account as not Matching Contribution formula must satisfy the ACP test safe subject to the distribution restrictions under Section harbor or the Plan Administrator must test all of the Employer's 6.01(C)(4)(b). If the Employer wishes to apply the ACP test safe Matching Contributions together under Section 4.10(C) (ACP harbor to Additional Matching Contributions, the Employer test). must not elect eligibility conditions applicable to the Additional Matching Contribution which exceed age 21 and one Year of (3) Employee Contributions. If the Employer in its Service and the Employer must elect eligibility conditions which Adoption Agreement has elected to permit Employee are the same as it elects for the Safe Harbor Contribution. Contributions under the Plan: (a) any Employee Contributions do not satisfy the ACP test safe harbor and the Plan © 2014 Great-West Trust Company, LLC or its suppliers 28

 
Defined Contribution Prototype Plan Administrator must test the Employee Contributions under Participant-Directed Accounts, and the Participant does not Section 4.10(C) (ACP test) using Current Year Testing unless make an investment election. the Employer elects in its Adoption Agreement to apply Prior Year Testing; and (b) if the Employer in its Adoption (I) Mid-Year Changes in Safe Harbor Status. Agreement elects to match the Employee Contributions, the Plan Administrator in applying the 6% amount limit in Section (1) Contingent ("maybe") notice and supplemental 3.05(G)(1) must aggregate a Participant's Elective Deferrals and notice-delayed election of Safe Harbor Nonelective Employee Contributions which are subject to the 6% limit. Contributions. The Employer during any Plan Year may elect for its Plan to become a Safe Harbor 401(k) Plan under this (H) Safe Harbor Notice. The Plan Administrator must provide Section 3.05(I)(1) for that Plan Year, provided: (i) the Plan is a safe harbor notice to each Participant a reasonable period prior using Current Year Testing; (ii) the Employer elects to satisfy to each Plan Year for which the Employer in its Adoption the Safe Harbor Contribution requirement using the Safe Harbor Agreement has elected to apply the safe harbor provisions. Nonelective Contribution; (iii) the Employer amends the Plan to add such Safe Harbor Contribution not later than 30 days prior (1) Deemed reasonable notice. The Plan Administrator is to the end of the Plan Year, computed with regard to the entire deemed to provide timely notice if the Plan Administrator Plan Year; and (iv) the Plan Administrator provides a notice provides the safe harbor notice at least 30 days and not more ("maybe notice") to Participants prior to the beginning of the than 90 days prior to the beginning of the safe harbor Plan Year. Plan Year for which the safe harbor amendment may become effective, that the Employer later may elect to become a Safe (2) Mid-year notice/new Participant or Plan. If: (a) an Harbor 401(k) Plan for that Plan Year using the Safe Harbor Employee becomes eligible to participate in the Plan during a Nonelective Contribution and that if the Employer does so, the safe harbor Plan Year, but after the Plan Administrator has Plan Administrator will provide a supplemental notice to provided the annual safe harbor notice for that Plan Year; (b) the Participants at least 30 days prior to the end of that Plan Year Employer adopts mid-year a new Safe Harbor 401(k) Plan; or informing Participants of the Employer's election to provide the (c) the Employer amends mid-year its existing Profit Sharing Safe Harbor Nonelective Contribution for that Plan Year. The Plan to add a 401(k) feature and also elects safe harbor status, Employer elects into the safe harbor by timely giving the the Plan Administrator must provide the safe harbor notice a supplemental notice and by amending the Plan as described reasonable period (with 90 days being deemed reasonable) prior above and thereby elects not to be subject to the ADP test, to and no later than the Employee's Entry Date. However, if it is regardless of the Employer's Adoption Agreement Elections. not practicable for the Plan Administrator to provide the notice Except as otherwise specified, the Participant notices described on or before the date an Employee becomes a Participant, then in this Section 3.05(I)(1) also must satisfy the requirements the Plan nonetheless will treat the notice as provided timely if applicable to safe harbor notices under Section 3.05(H). the Plan Administrator provides the notice as soon as practicable after that date and the Participant is permitted to elect to defer (a) Effect on Additional Matching Contributions. from all types of Compensation that may be deferred under the If the Employer gives a maybe notice under this Section Plan earned beginning on that date. 3.05(I)(1), and then gives the supplemental notice electing into the ADP test safe harbor for the Plan Year, any Additional (3) Content. The safe harbor notice must provide Matching Contribution the Employer elects in its Adoption comprehensive information regarding the Participants' rights and Agreement will be subject to the ACP test safe harbor regardless obligations under the Plan and must be written in a manner of the Employer's Adoption Agreement Elections, unless one or calculated to be understood by the average Participant. The Plan more Matching Contributions, as described in the Adoption Administrator's notice must satisfy the content requirements of Agreement, fails to satisfy the limitations of Sections 3.05(G)(1) Treas. Reg. §1.401(k)-3(d). and (2). If the Employer does not give a supplemental notice, or any Matching Contribution fails to satisfy such limitations, any (4) Election following notice. A Participant may make or Matching Contributions are not Additional Matching modify a Salary Reduction Agreement under the Employer's Contributions in that Plan Year and the Plan Administrator will Safe Harbor 401(k) Plan for 30 days following receipt of the test all such Matching Contributions under Section 4.10(C) safe harbor notice, or if greater, for the period the Plan (ACP test) using Current Year Testing. Administrator specifies in the Salary Reduction Agreement. (2) Exiting Safe Harbor Contributions. The Employer (5) Additional QACA notice requirements. If the Plan may amend its Safe Harbor 401(k) Plan during a Plan Year to is a QACA, in addition to the other requirements of this Section reduce or eliminate prospectively, any or all Safe Harbor 3.05(H), the Employer must provide the initial QACA safe Matching Contributions or Additional Matching Contributions, harbor notice sufficiently early so that a Participant has a or Safe Harbor Nonelective Contributions, provided: (a) the Plan reasonable period after receiving the notice and before the first Administrator provides a notice to the Participants which Automatic Deferral (see Section 3.02(B)(3)(a)(i)) to make a explains the effect of the amendment, specifies the amendment's Contrary Election and, as applicable, to make an election as to Effective Date and informs Participants they will have a the investment of his/her Account. In addition, the notice will reasonable opportunity to modify their Salary Reduction state: (a) the Automatic Deferral Percentage that will apply in Agreements, and if applicable, Employee Contributions; (b) absence of the Participant's Contrary Election; (b) the Participants have a reasonable opportunity and period prior to Participant's right under a Contrary Election to elect not to have the Effective Date of the amendment to modify their Salary any Automatic Deferral made on the Participant's behalf or to Reduction Agreements, and if applicable, Employee elect to make Elective Deferrals in a different amount or Contributions; (c) the amendment is not effective earlier than the percentage of Compensation; and (c) how the Plan will invest later of: (i) 30 days after the Plan Administrator gives notice of the Automatic Deferrals in the event that the Plan permits the amendment; or (ii) the date the Employer adopts the © 2014 Great-West Trust Company, LLC or its suppliers 29

 
Defined Contribution Prototype Plan amendment and (d) the employer otherwise complies with (b) Other termination. If the Employer terminates Treas. Reg. 1.401(k)-3(g) and, if applicable, Treas. Reg. its Safe Harbor 401(k) Plan for any reason other than as §1.401(m)-3(h). An Employer which amends its Safe Harbor described in Section 3.05(I)(6)(a), and the termination results in 401(k) Plan to eliminate or reduce any Matching Contribution or a short Plan Year, the Employer must conduct the termination the Nonelective Contribution under this Section 3.05(I)(2), under the provisions of Section 3.05(I)(2), except that the effective during the Plan Year, must continue to apply all of the Employer need not provide Participants with the right to change safe harbor requirements of this Section 3.05 until the their Salary Reduction Agreements. amendment becomes effective and also must apply for the entire Plan Year, using Current Year Testing, the nondiscrimination (J) Qualified Automatic Contribution Arrangement test under Section 4.10(B) (ADP test) and the nondiscrimination (QACA). If the Employer under Section 3.02(B)(3) elects in its test under Section 4.10(C) (ACP test). However, any Employer Adoption Agreement to apply the QACA provisions, this which eliminates only an Additional Matching Contribution Section 3.05(J) also applies. Except as modified in this Section does not need to test under the ADP test provided that the Plan 3.05(J), the safe harbor provisions of this Section 3.05 apply to still satisfies the ADP test safe harbor. the QACA. (3) Amendment of non-401(k) Plan into safe harbor (1) QACA Safe Harbor Contributions. The Employer status. An Employer maintaining a Profit Sharing Plan or will provide Safe Harbor Contributions as specified in its pre-ERISA Money Purchase Pension Plan, during a Plan Year, Adoption Agreement to the Participants specified in the may amend prospectively its Plan to become a Safe Harbor Adoption Agreement. Compensation for purposes of allocating 401(k) Plan provided: (a) the Employer's Plan is not a Successor QACA Safe Harbor Contributions means as described in Section Plan; (b) the Participants may make Elective Deferrals for at 3.05(C)(1). least 3 months during the Plan Year; (c) the Plan Administrator provides the safe harbor notice described in Section 3.05(H) a (2) Vesting and Distributions. A Participant's Account reasonable time prior to and not later than the Effective Date of Balance attributable to QACA Safe Harbor Contributions is the 401(k) arrangement; and (d) the Plan commencing on the subject to: (a) vesting as the Employer elects in its Adoption Effective Date of the amendment (or such earlier date as the Agreement; and (b) the distribution restrictions under Section Employer will specify in its Adoption Agreement), satisfies all 6.01(C)(4)(b) that apply to Safe Harbor Contributions. of the safe harbor requirements of this Section 3.05. 3.06 ALLOCATION CONDITIONS. The Employer in its (4) Amendment to add Roth Deferrals or Beneficiary Adoption Agreement will elect the allocation conditions, if any, Hardship Distributions. The Employer during any Plan Year which the Plan Administrator will apply in allocating Employer may amend its Safe Harbor 401(k) Plan to: (a) permit Contributions (except for those contributions described below) Participants to make Roth Deferrals, as defined in Section and in allocating forfeitures allocated as an Employer 1.21(B), and subject to Section 3.02(E) and other Plan Contribution under the Plan. provisions as applicable; or (b) to add a Beneficiary hardship distribution provision under Section 6.07(H). (A) Contributions Not Subject to Allocation Conditions. The Employer may not elect to impose any allocation conditions on: (5) New Plan/new Employer. An Employer (including a (1) Elective Deferrals; (2) Safe Harbor Contributions; (3) new Employer) may establish a new Safe Harbor 401(k) Plan Additional Matching Contributions to which the Employer which is not a Successor Plan, provided; (a) the Plan Year is at elects to apply the ACP test safe harbor; (4) Employee least 3 months long; (b) the Plan Administrator provides the safe Contributions; (5) Rollover Contributions; (6) Designated IRA harbor notice described in Section 3.05(H) a reasonable time Contributions; (7) SIMPLE Contributions; or (8) Prevailing prior to and not later than the Effective Date of the Plan; and (c) Wage Contributions. The Plan Administrator also may elect the Plan commencing on the Effective Date of the Plan satisfies under Sections 3.03(C)(2) and 3.04(C)(2), not to apply to any all of the safe harbor requirements of this Section 3.05. If the Operational QMAC or Operational QNEC any allocation Employer is new, the Plan Year may be less than 3 months conditions otherwise applicable to Matching Contributions provided the Plan is in effect as soon after the Employer is (including QMACs) or to Nonelective Contributions (including established as it is administratively feasible for the Employer to QNECs). establish the Plan. (B) Conditions. The Employer in its Adoption Agreement may (6) Plan termination. An Employer may terminate its elect to impose allocation conditions based on Hours of Service Safe Harbor 401(k) Plan mid-Plan Year in accordance with or employment at a specified time (or both), in accordance with Article XI and this Section 3.05(I)(6). this Section 3.06(B). The Employer may elect to impose different allocation conditions to different Employer (a) Acquisition/disposition or substantial business Contribution Types under the Plan. A Participant does not hardship. If the Employer terminates its Safe Harbor 401(k) accrue an Employer Contribution or forfeiture allocated as an Plan resulting in a short Plan Year, and the termination is on Employer Contribution with respect to a Plan Year or other account of an acquisition or disposition transaction described in applicable period, until the Participant satisfies the allocation Code §410(b)(6)(C), or if termination is on account the conditions for that Employer Contribution Type. Employer's substantial business hardship, within the meaning of Code §412(c), the Plan remains a Safe Harbor 401(k) Plan for (1) Hours of Service requirement. Except as required to the short Plan Year provided that the Employer satisfies this satisfy the Top-Heavy Minimum Allocation, the Plan Section 3.05 through the Effective Date of the Plan termination. Administrator will not allocate any portion of an Employer Contribution for a Plan Year to any Participant's Account if the Participant does not complete the applicable minimum Hours of © 2014 Great-West Trust Company, LLC or its suppliers 30

 
Defined Contribution Prototype Plan Service (or consecutive calendar days of employment under the the same time period to all Contribution Types or to elect a Elapsed Time Method) requirement the Employer specifies in its different time period based on Contribution Type. Adoption Agreement for the relevant period. (D) Death, Disability or Retirement Age. The Employer in its (a) 1,000 HOS in Plan Year/other HOS Adoption Agreement will elect whether any elected allocation requirement. The Employer in its Nonstandardized Plan or condition applies or is waived for a Plan Year if a Participant Volume Submitter Plan may elect to require a Participant to incurs a Separation from Service during the Plan Year on complete: (i) 1,000 Hours of Service during the Plan Year (or to account of the Participant's death, Disability or attainment of be employed for at least 182 consecutive calendar days under Normal Retirement Age or Early Retirement Age in the current the Elapsed Time Method); (ii) a specified number of Hours of Plan Year or on account of the Participant's Disability or Service during the Plan Year which is less than 1,000 Hours of attainment of Normal Retirement Age or Early Retirement Age Service; or (iii) a specified number of Hours of Service within in a prior Plan Year. The Employer's election may be based on the time period the Employer elects in its Adoption Agreement, Contribution Type or may apply to all Contribution Types. but not exceeding 1,000 Hours of Service in a Plan Year. (E) No Other Conditions. In allocating Employer (b) 501 HOS/terminees. The Employer in its Contributions under the Plan, the Plan Administrator will not Adoption Agreement may elect to require a Participant to apply any other allocation conditions except those the Employer complete during a Plan Year 501 Hours of Service (or to be elects in its Adoption Agreement or otherwise as the Plan may employed for at least 91 consecutive calendar days under the require. Elapsed Time Method) to share in the allocation of Employer Contributions for that Plan Year where the Participant is not (F) Suspension of Allocation Conditions in a employed by the Employer on the last day of that Plan Year, Nonstandardized or Volume Submitter Plan. The Employer including the Plan Year in which the Employer terminates the in its Nonstandardized Plan or Volume Submitter Plan will elect Plan. whether to apply the suspension provisions of this Section 3.06(F). If: (i) Section 3.06(F) applies; (ii) the Plan (or any (c) Short Plan Year or allocation period. This component part of the Plan) in any Plan Year must perform Section 3.06(B)(1)(c) applies to any Plan Year or to any other coverage testing; and (iii) the Plan (or component part of the allocation time period under the Adoption Agreement which is Plan) fails to satisfy coverage under the ratio percentage test less than 12 months, where in either case, the Employer creates under Treas. Reg. §1.410(b)-2(b)(2), the Plan suspends for that a short allocation period on account of a Plan amendment, the Plan Year any Plan (or component part of the Plan) allocation termination of the Plan or the adoption of the Plan with an initial conditions in accordance with this Section 3.06(F). If the Plan short Plan Year. In the case of any short allocation period, the Administrator must perform coverage testing, the Administrator Plan Administrator will prorate any Hour of Service requirement will apply testing separately as required to each component part based on the number of days in the short allocation period of the Plan after applying the aggregation and disaggregation divided by the number of days in the normal allocation period, rules under Treas. Reg. §§1.410(b)-6 and -7. using 365 days in the case of Plan Year allocation period. The Employer in Appendix B may elect not to pro-rate Hours of (1) No average benefit test. If the Employer elects to Service in any short allocation period or to apply a monthly apply this Section 3.06(F), the Plan Administrator may not apply pro-ration method. the average benefit test under Treas. Reg. §1.410(b)-2(b)(3), to determine satisfaction of coverage or to correct a coverage (2) Last day requirement. failure, as to the Plan or to the component part of the Plan to which this Section 3.06(F) applies, unless the Plan or component (a) Standardized Plan. If the Plan is a Standardized still fails coverage after application of this Section 3.06(F). The Plan, a Participant who is employed by the Employer on the last restriction in this Section 3.06(F)(1) does not apply as to day of a Plan Year will share in the allocation of Employer application of the average benefit test in performing Contributions for that Plan Year without regard to the nondiscrimination testing. Participant's Hours of Service completed during that Plan Year. (2) Methodology. If this Section 3.06(F) applies for a (b) Nonstandardized or Volume Submitter Plan. Plan Year, the Plan Administrator, in the manner described The Employer in its Nonstandardized Plan or Volume Submitter herein, will suspend the allocation conditions for the NHCEs Plan may elect to require a Participant to be employed by the who are included in the coverage test and who are Participants Employer on the last day of the Plan Year or other specified in the Plan (or component part of the Plan) but who are not period or on a specified date. If the Plan is a Nonstandardized or benefiting thereunder (within the meaning of Treas. Reg. Volume Submitter Money Purchase Pension Plan, the Plan §1.410(b)-3), such that enough additional NHCEs are benefiting expressly conditions Employer Contribution allocations on a under the Plan (or component part of the Plan) to pass coverage Participant's employment with the Employer on the last day of under the ratio percentage test. The ordering of suspension of the Plan Year for the Plan Year in which the Employer allocation conditions is in the following priority tiers and if more terminates or freezes the Plan, even if the Employer in its than one NHCE in any priority tier satisfies the conditions for Adoption Agreement did not elect the "last day of the Plan suspension (but all are not needed to benefit to pass coverage), Year" allocation condition. the Plan Administrator will apply the suspension beginning first with the NHCE(s) in that suspension tier with the lowest (C) Time Period. The Employer in its Adoption Agreement Compensation during the Plan Year: will elect the time period to which the Plan Administrator will apply any allocation condition. The Employer may elect to apply (a) Last day. Those NHCE(s) employed by the Employer on the last day of the Plan Year, without regard to the © 2014 Great-West Trust Company, LLC or its suppliers 31

 
Defined Contribution Prototype Plan number of Hours of Service in the Plan Year. If necessary to forfeiture is: (i) from the non-Vested portion of a Matching pass coverage, the Plan Administrator then will apply Section Contribution Account forfeited in accordance with Section 5.07 3.06(F)(2)(b). or, if applicable, Section 7.07; (ii) a non-Vested Excess Aggregate Contribution (including Allocable Income) forfeited (b) Latest Separation. Those NHCE(s) who have in correcting for nondiscrimination failures under Section the latest Separation from Service date during the Plan Year, 4.10(C); or (iii) an Associated Matching Contribution. without regard to the number of Hours of Service in the Plan Year. If necessary to pass coverage, the Plan Administrator then (b) Definition of Associated Matching will apply Section 3.06(F)(2)(c). Contribution. An Associated Matching Contribution includes any Vested or non-Vested Matching Contribution (including (c) Most Hours of Service (more than 500). Those Allocable Income) made as to Elective Deferrals or Employee NHCE(s) with the greatest number of Hours of Service during Contributions the Plan Administrator distributes under Section the Plan Year but who have more than 500 Hours of Service. 4.02(E) (Excess Amount), Section 4.10(A) (Excess Deferrals), Section 4.10(B) (ADP test), Section 4.10(C) (ACP test) or (3) Appendix B. The Employer in Appendix B may elect Section 7.08 relating to Plan correction. a different order of the suspension tiers, may elect to use Hours of Service (in lieu of Compensation) as a tiebreaker within any (c) Forfeiture or distribution of Associated tier or may elect additional or other suspension tiers which are Match. An Employee forfeits an Associated Matching objective and not subject to Employer discretion. Contribution unless the Matching Contribution is a Vested Excess Aggregate Contribution distributed in accordance with (4) Separate Application to Nonelective and Matching. Section 4.10(C) (ACP test). A forfeiture under this Section If applicable under the Plan, the Employer in its Adoption 3.07(A)(1)(c) occurs in the Plan Year following the Testing Agreement will elect whether to apply this Section 3.06(F): (a) Year (unless the Employer in Appendix B elects that the to both Nonelective Contributions and to Matching forfeiture occurs in the Testing Year) and the forfeiture is Contributions if both components fail the ratio percentage test; allocated in the Plan Year described in Section 3.07(B). See (b) only to Nonelective Contributions if this component fails the Section 3.07(B)(1) as to nondiscrimination testing of allocated ratio percentage test; or (c) only to Matching Contributions if forfeitures. In the event of correction under Section 7.08 this component fails the ratio percentage test. resulting in forfeiture of Associated Matching Contributions, the forfeiture occurs in the Plan Year of correction. (G) Conditions Apply to Re-Hired Employees. If a Participant incurs a Separation from Service and subsequently is (2) Application of "reduce" option/excess forfeitures. re-hired and resumes participation in the same Plan Year as the If the Employer elects to allocate forfeitures to reduce Separation from Service or in any subsequent Plan Year, the Nonelective or Matching Contributions and the allocable allocation conditions under this Section 3.06, if any, continue to forfeitures for the forfeiture allocation Plan Year described in apply to the re-hired Employee/Participant in the Plan Year in Section 3.07(B) exceed the amount of the applicable which he/she is re-hired, unless the Employer elects otherwise in contribution for that Plan Year to which the Plan Administrator Appendix B. would apply the forfeitures (or there are no applicable contributions under the Plan), the Plan Administrator will 3.07 FORFEITURE ALLOCATION. The amount of a allocate the remaining forfeitures in the forfeiture allocation Participant's Account forfeited under the Plan is a Participant Plan Year. In such event, the Plan Administrator will allocate forfeiture. The Employer may direct the Administrator to use the remaining forfeitures to pay Plan expenses, as an additional Forfeitures to reinstate previously forfeited Account balances of Discretionary Nonelective Contribution or as a Discretionary Participants, if any, in accordance with Section 5.07, or to Matching Contribution, as the Plan Administrator determines. satisfy any contribution that may be required pursuant to Section 7.07. (3) Plan expenses. If the Employer in its Adoption Agreement elects to apply forfeitures to the payment of Plan (A) Allocation Method. The Employer in its Adoption expenses under Section 7.04(C), the Employer must elect at Agreement must specify the method or methods the Plan least one additional allocation method so that if the Plan Administrator will apply to allocate forfeitures. If the Employer Administrator elects to first apply the forfeitures to the payment elects more than one method, unless the Employer designates a of Plan expenses, and the forfeitures exceed the Plan's expenses, specific ordering in its Adoption Agreement, the Plan the Plan Administrator will apply any remaining forfeitures Administrator may allocate the forfeitures by applying one or under the additional method the Employer has elected in its more of such elected methods in any order as the Plan Adoption Agreement. The Plan Administrator may elect not to Administrator operationally may determine, until the forfeitures apply forfeitures to the payment of Plan expenses which are are fully allocated to the applicable forfeiture allocation Plan allocated to specific Participant accounts under Section Year. 7.04(C)(2)(b). (1) 401(k) forfeiture source. If the Plan is a 401(k) Plan, (4) Safe harbor-top-heavy exempt fail-safe. If the the Employer in its Adoption Agreement may elect a different Employer has a Safe Harbor 401(k) Plan which otherwise allocation method based on the forfeiture source (from qualifies for exemption from the top-heavy requirements of Nonelective Contributions or from Matching Contributions) or Article X, the Employer in its Adoption Agreement may elect to may elect to apply the same allocation method to all forfeitures. limit the allocation of all Plan forfeitures in such a manner as to avoid inadvertent application of the top-heavy requirements on (a) Attributable to Matching. A Participant's account of a forfeiture allocation. If the Employer in its forfeiture is attributable to Matching Contributions if the Adoption Agreement elects this "fail-safe" provision, the Plan © 2014 Great-West Trust Company, LLC or its suppliers 32

 
Defined Contribution Prototype Plan Administrator will allocate forfeitures in the following order of may elect to apply the same allocation timing to all forfeitures. priority: (a) first to reduce Safe Harbor Contributions to the If the 401(k) Plan is subject to the ACP test and allocates any extent permitted by Section 3.07(A)(7); (b) then to reduce Fixed forfeiture as a Matching Contribution, the following re-testing Additional Matching Contributions if any, which satisfy the rules apply. If, under the Plan, the Plan Administrator will ACP test safe harbor under Section 3.05(G); and (c) then as allocate the forfeiture in the same Plan Year in which the Discretionary Additional Matching Contributions which satisfy forfeiture occurs and the Plan Administrator runs the ACP test the ACP test safe harbor (without regard to whether the before the forfeiture allocation occurs, the Plan Administrator Employer in its Adoption Agreement has elected Discretionary will not re-run the ACP test for the forfeiture allocation Plan Additional Matching Contributions). Notwithstanding the Year. If the Plan Administrator allocates the forfeiture in the ordering rule of the preceding sentence, the Plan Administrator, Plan Year which follows the Plan Year in which the forfeiture either before or after applying the ordering rule, or any tier occurs, the Plan Administrator will include the allocated thereunder, may elect to allocate any forfeitures to pay Plan forfeiture in the ACP test for the forfeiture allocation Plan Year. expenses. If the Employer elects to allocate forfeitures under this If the Plan allocates any forfeiture as a Nonelective Section 3.07(A)(4), the Plan Administrator will apply this Contribution, the allocation, in the forfeiture allocation Plan Section 3.07(A)(4) regardless of whether the Employer in any Year, is subject to any nondiscrimination testing which applies Plan Year actually satisfies all conditions necessary for the Plan to Nonelective Contributions for that Plan Year. to be top-heavy exempt. The Employer in Appendix B may elect to alter the forfeiture allocation ordering rules of this Section (2) Contribution amount and timing not relevant. 3.07(A)(4). The forfeiture allocation timing rules in this Section 3.07(B) apply irrespective of when the Employer makes its Employer (5) No allocation to Elective Deferral Accounts. The Contribution for the forfeiture allocation Plan Year, and Plan Administrator will not allocate forfeitures to any irrespective of whether the Employer makes an Employer Participant's Elective Deferral Account, including his/her Roth Contribution for that Plan Year. Deferral Account. (C) Administration of Account Pending/Incurring (6) Allocation under classifications. If the Employer in Forfeiture. The Plan Administrator will continue to hold the its Adoption Agreement has elected to allocate its Nonelective undistributed, non-Vested portion of the Account of a Contributions based on classifications of Participants, the Plan Participant who has incurred a Separation from Service solely Administrator will allocate any forfeitures which under the Plan for his/her benefit until a forfeiture occurs at the time specified are allocated as additional Nonelective Contributions: (a) first to in Section 5.07 or if applicable, until the time specified in each classification pro rata in relation to the Employer's Section 7.07. Nonelective Contribution to that classification for the forfeiture allocation Plan Year described in Section 3.07(B); and (b) (D) Participant Does Not Share in Own Forfeiture. A second, the total amount of forfeitures allocated to each Participant will not share in the allocation of a forfeiture of any classification under (a) are allocated in the same manner as are portion of his/her Account, even if the Participant otherwise is the Nonelective Contributions to be allocated to that entitled to an allocation of Employer Contributions and classification. forfeitures in the forfeiture allocation Plan Year described in Section 3.07(B). If the forfeiting Participant is entitled to an (7) Limitation on forfeiture uses. Effective for plan allocation of Employer Contributions and forfeitures in the years beginning after the adoption of the 2010 Cumulative List forfeiture allocation Plan Year, the Plan Administrator only will (Notice 2010-90) restatement, forfeitures cannot be used as allocate to the Participant a share of the allocable forfeitures QNECs, QMACs, Elective Deferrals, or Safe Harbor attributable to other forfeiting Participants. Contributions (Code §401(k)(12)) other than QACA Safe Harbor Contributions (Code §401(k)(13)). However, forfeitures (E) Plan Merger. In the event that the Employer merges can be used to reduce Fixed Additional Matching Contributions another plan into this Plan, and does not fully vest upon merger which satisfy the ACP test safe harbor or as Discretionary the participant accounts in the merging plan, the Plan Additional Matching Contributions. Administrator will allocate any post-merger forfeitures attributable to the merging plan in accordance with the (B) Timing (forfeiture allocation Plan Year). The Plan Employer's elections in its Adoption Agreement. The Employer Administrator will allocate Participant forfeitures (including the may elect to limit any such forfeiture allocation only to those Earnings thereon) no later than the last day of the Plan Year Participants who were also participants in the merged plan, but following the Plan Year in which the forfeiture occurs. See in the absence of such an election, all Participants who have Sections 3.07(A)(1)(c), 5.07 and 7.07 as to when a forfeiture satisfied any applicable allocation conditions under Section 3.06 occurs. If the Employer in its Adoption Agreement elects to will share in the forfeiture allocation. apply forfeitures to the payment of Plan expenses, the Plan Administrator, consistent with this election, may apply 3.08 ROLLOVER CONTRIBUTIONS. The Plan forfeitures to pay Plan expenses which the Plan incurs in the Administrator will apply this Section 3.08 in administering forfeiture allocation Plan Year, but which the Plan Rollover Contributions to the Plan, if any. Administrator pays within a reasonable time after the end of the forfeiture allocation Plan Year. (A) Policy Regarding Rollover Acceptance. The Plan Administrator, operationally (except as to In-Plan Roth Rollover (1) 401(k) Plans/allocation timing and re-testing. Contributions under Section 3.08(E)) and on a If the Plan is a 401(k) Plan, the Employer may elect different nondiscriminatory basis, may elect to permit or not to permit allocation timing based on the forfeiture source (from Rollover Contributions to this Plan or may elect to limit an Nonelective Contributions or from Matching Contributions) or Eligible Employee's right or a Participant's right to make a © 2014 Great-West Trust Company, LLC or its suppliers 33

 
Defined Contribution Prototype Plan Rollover Contribution. The Plan Administrator also may adopt, (E) In-Plan Roth Rollover Contributions. amend or terminate any policy regarding the Plan's acceptance of Rollover Contributions. If the Employer in its Adoption (1) Employer Election. The Employer in its 401(k) Agreement elects to permit In-Plan Roth Rollover Contributions, Adoption Agreement in which the Employer has elected to the Plan Administrator will administer In-Plan Roth Rollover permit Roth Deferrals also will elect whether to permit an Contributions in accordance with Section 3.08(E) and the In-Plan Roth Rollover Contribution in accordance with this Employer's Adoption Agreement elections. Section 3.08(E). If the Employer elects to permit such contributions, the Employer in its Adoption Agreement will (1) Rollover documentation. If the Plan Administrator specify the Effective Date thereof which may not be earlier than permits Rollover Contributions, any Participant (or as distributions made after September 27, 2010. applicable, any Eligible Employee), with the Plan Administrator's written consent and after filing with the Plan (2) Eligibility for Distribution and Rollover. A Administrator the form prescribed by the Plan Administrator, Participant must be eligible for a distribution from the affected may make a Rollover Contribution to the Trust. Before Account in order to roll over the distribution to an In-Plan Roth accepting a Rollover Contribution, the Plan Administrator may Rollover Account. A Participant may not make an In-Plan Roth require a Participant (or Eligible Employee) to furnish Rollover Contribution with regard to an amount which is not an satisfactory evidence the proposed transfer is in fact a "rollover Eligible Rollover Distribution. contribution" which the Code permits an employee to make to a qualified plan. (a) Parties eligible to elect. For purposes of eligibility for an In-Plan Roth Rollover, the Plan will treat a (2) Declination/related expense. The Plan Administrator, Participant's surviving spouse Beneficiary or alternate payee in its sole discretion in a nondiscriminatory manner, may decline spouse or alternate payee former spouse as a Participant, unless to accept a Rollover Contribution of property which could: (a) the Employer in Appendix B limits to Employees the right to generate unrelated business taxable income; (b) create difficulty elect an In-Plan Roth Rollover. A non-spouse Beneficiary may or undue expense in storage, safekeeping or valuation; or (c) not make an In-Plan Roth Rollover. create other practical problems for the Plan or Trust. The Plan Administrator also may accept the Rollover Contribution on (b) Distribution from partially Vested account. condition that the Participant's or Employee's Account is In-Plan Roth Rollovers are permitted only from Vested amounts charged with all expenses associated therewith. allocated to a qualifying source but may be made from partially Vested Accounts unless the Employer elects otherwise in (B) Limited Testing. A Rollover Contribution is not an Annual Appendix B. If a distribution is made to a Participant who has Addition under Section 4.05(A) and is not subject to not incurred a Severance from Employment and who is not fully nondiscrimination testing except as a "right or feature" within Vested in the Participant's Account from which the In-Plan Roth the meaning of Treas. Reg. §1.401(a)(4)-4. Rollover Contribution is to be made, and the Participant may increase the Vested percentage in such Account, then at any (C) Pre-Participation Rollovers. If an Eligible Employee relevant time Section 5.03(C) will apply to determine the makes a Rollover Contribution to the Trust prior to satisfying Participant's Vested portion of the Account. the Plan's eligibility conditions or prior to reaching his/her Entry Date, the Plan Administrator and Trustee must treat the (3) Form and Source of Rollover. Employee as a limited Participant (as described in Rev. Rul. 96-48). A limited Participant does not share in the Plan's (a) Direct Rollover. An In-Plan Roth Rollover allocation of Employer Contributions nor Participant forfeitures Contribution may be made only by a Direct Rollover. and may not make Elective Deferrals if the Plan is a 401(k) Plan, until he/she actually becomes a Participant in the Plan. If a (b) Account source. A Participant may make an limited Participant has a Separation from Service prior to In-Plan Roth Rollover from any account (other than a Roth becoming a Participant in the Plan, the Trustee will distribute account) unless the Employer otherwise elects in Appendix B. his/her Rollover Contributions Account to him/her in Also see Section 6.01(C)(7). accordance with Section 6.01(A). (c) Cash or in-kind. The Plan Administrator may (D) May Include Employee Contributions and Roth permit an In-Plan Roth Rollover Contribution either by Deferrals. A Rollover Contribution may include Employee converting to cash any non-cash investments prior to rolling Contributions and Roth Deferrals made to another plan, as over the Participant's distribution election amount to the In-Plan adjusted for Earnings. In the case of Employee Contributions: Roth Rollover Account, or by rolling over the Participant's (1) such amounts must be directly rolled over into this Plan from current investments to the In-Plan Roth Rollover Account. A another plan which is qualified under Code §401(a); and (2) the plan loan so transferred without changing the repayment Plan must account separately for the Rollover Contribution, schedule is not treated as a new loan. including the Employee Contribution and the Earnings thereon. In the case of Roth Deferrals: (1) such amounts must be directly (4) No Rollover or Distribution Treatment. rolled over into this Plan from another plan which is qualified Notwithstanding any other Plan provision, an In-Plan Roth under Code §401(a) or from a 403(b) plan; (2) the Plan must Rollover Contribution is not a Rollover Contribution for account separately for the Rollover Contribution, including the purposes of the Plan. Accordingly: (a) if the Employer in its Roth Deferrals and the Earnings thereon; and (3) as to rollovers Adoption Agreement has elected $5,000 as the Plan limit on which occur on or after April 30, 2007, this Plan must be a Mandatory Distributions, the Plan Administrator will take into 401(k) Plan which permits Roth Deferrals. account amounts attributable to an In-Plan Roth Rollover Contribution, in determining if the $5,000 limit is exceeded, © 2014 Great-West Trust Company, LLC or its suppliers 34

 
Defined Contribution Prototype Plan regardless of the Employer's election as to whether to count in the case of an Employee, means Code §3401(a) Wages but Rollover Contributions for this purpose; (b) no spousal consent increased by the Employee's Elective Deferrals under this Plan is required for a Participant to elect to make an In-Plan Roth or any other 401(k) arrangement, SIMPLE IRA, SARSEP, Rollover Contribution; (c) Protected Benefits with respect to the 403(b) annuity or 457 plan of the Employer; and (2) in the case amounts subject to the In-Plan Roth Rollover are preserved; and of a Self-Employed Individual, means Earned Income (d) mandatory 20% federal income tax withholding does not determined by disregarding contributions made to this Plan. apply to the In-Plan Roth Rollover Contribution. (D) Participant Elective Deferrals. Each Participant may 3.09 EMPLOYEE CONTRIBUTIONS. An Employer must enter into a Salary Reduction Agreement to make Elective elect in its Adoption Agreement whether to permit Employee Deferrals in each calendar year to the SIMPLE 401(k) Plan in Contributions. If the Employer elects to permit Employee accordance with this Section 3.10(D). Contributions, the Employer also must specify in its Adoption Agreement any limitations which apply to Employee (1) Amount Table. A Participant's annual Elective Contributions. If the Employer permits Employee Contributions, Deferrals may not exceed the amount as in effect under Code the Plan Administrator operationally will determine if a §408(p)(2)(E) ($10,000 in 2005) under which Treasury adjusts Participant will make Employee Contributions through payroll the limit in $500 increments. deduction or by other means. (2) Catch-Ups. If the Employer in its Adoption (A) Testing. Employee Contributions must satisfy the Agreement elects to permit Catch-Up Deferrals, a Catch-Up nondiscrimination requirements of Section 4.10(C) (ACP test). Eligible Participant also may make Catch-Up Deferrals to the SIMPLE 401(k) Plan in accordance with Section 3.02(D). (B) Matching. The Employer in its Adoption Agreement must elect whether the Employer will make Matching Contributions (3) Election timing. A Participant may elect to make as to any Employee Contributions and, as applicable, the Elective Deferrals or to modify a Salary Reduction Agreement matching formula. Any Matching Contribution must satisfy the at any time in accordance with the Plan Administrator's SIMPLE nondiscrimination requirements of Section 4.10(C) (ACP test), 401(k) Plan Salary Reduction Agreement form, but the form unless the Matching Contributions satisfy the ACP test safe must be provided at least 60 days prior to the beginning of each harbor under a Safe Harbor 401(k) Plan. SIMPLE Plan Year or at least 60 days prior to commencement of participation for the Participant to make or modify his/her 3.10 SIMPLE 401(k) CONTRIBUTIONS. The Employer Salary Reduction Agreement. A Participant also may at any time in its Adoption Agreement may elect to apply to its Plan the terminate prospectively his/her Salary Reduction Agreement SIMPLE 401(k) provisions of this Section 3.10 if the Employer applicable to the Employer's SIMPLE 401(k) Plan. is eligible under Section 3.10(B). The provisions of this Section 3.10 apply to an electing Employer notwithstanding any (E) Employer SIMPLE 401(k) contributions. An Employer contrary provision in the Plan. which elects to apply this Section 3.10 must make an annual SIMPLE Contribution to the Plan as described in this Section (A) Plan Year. An Employer electing to apply this Section 3.10(E). The Employer operationally must elect for each 3.10 must have a 12 month calendar year Plan Year except that SIMPLE Plan Year which type of SIMPLE Contribution the in the case of an Employer adopting a new SIMPLE 401(k) Employer will make. Plan, the Employer must adopt the Plan no later than October 1 with a calendar year Plan Year of at least 3 months. (1) Definition of SIMPLE Contribution. A SIMPLE Contribution is one of the following Employer Contribution (B) Eligible Employer. An Employer may elect to apply this types: (a) a SIMPLE Matching Contribution equal to 100% of Section 3.10 if: (i) the Plan Year is the calendar year; (ii) the each Participant's Elective Deferrals but not exceeding 3% of Employer (including Related Employers under Section 1.24(C)) Plan Year Compensation or such lower percentage as the has no more than 100 Employees who received Compensation Employer may elect under Code §408(p)(2)(C)(ii)(II); or (b) a of at least $5,000 in the immediately preceding calendar year; SIMPLE Nonelective Contribution equal to 2% of Plan Year and (iii) the Employer (including Related Employers under Compensation for each Participant whose Compensation is at Section 1.24(C)) does not maintain any other plan as described least $5,000. in Code §219(g)(5), to which contributions were made or under which benefits were accrued for Service by an Eligible (F) SIMPLE 401(k) notice. The Plan Administrator must Employee in the Plan Year to which the SIMPLE 401(k) provide a notice to each Participant a reasonable period of time provisions apply. before the 60th day prior to the beginning of each SIMPLE 401(k) Plan Year, describing the Participant's Elective Deferral (1) Loss of eligible employer status. If an electing rights and the Employer's SIMPLE Contributions which the Employer fails for any subsequent calendar year to satisfy all of Employer will make for the Plan Year described in the notice. the Section 3.10(B) requirements, including where the Employer is involved in an acquisition, disposition or similar transaction (G) Application of remaining Plan provisions. under which the Employer satisfies Code §410(b)(6)(C)(i), the Employer remains eligible to maintain the SIMPLE 401(k) Plan (1) Annual Additions. All contributions to the SIMPLE for two additional calendar years following the last year in 401(k) Plan are Annual Additions under Section 4.05(A) and which the Employer satisfied the requirements. subject to the Annual Additions Limit. (C) Compensation. For purposes of this Section 3.10, (2) No allocation conditions. The Employer in its Compensation is limited as described in Section 1.11(E) and: (1) Adoption Agreement may not elect to apply any Section 3.06 © 2014 Great-West Trust Company, LLC or its suppliers 35

 
Defined Contribution Prototype Plan allocation conditions to the Plan Administrator's allocation of the maximum amount of Elective Deferrals or Employee SIMPLE Contributions. Contributions which he/she under the Plan terms would have been able to contribute during the period of Qualified Military (3) No other contributions. No contributions other than Service (less any such amounts the Participant actually those described in this Section 3.10 or Rollover Contributions contributed during such period) and the Participant must be described in Section 3.08 may be made to the SIMPLE 401(k) permitted to contribute any lesser amount as the Plan would Plan. have permitted. The Participant must make up any contribution under this Section 3.11(D) commencing on his/her (4) Vesting. All SIMPLE Contributions and Accounts Re-Employment Commencement Date and not later than 5 years attributable thereto are 100% Vested at all times and in the event following reemployment (or if less, a period equal to 3 times the of a conversion of a non-SIMPLE 401(k) Plan into a SIMPLE length of the Participant's Qualified Military Service triggering 401(k) Plan, all Account Balances in existence on the first day such make-up contribution). of the Plan Year to which the SIMPLE 401(k) provisions apply, become 100% Vested. (E) Matching Contributions. The Employer will make-up any Matching Contribution that the Employer would have made and (5) No nondiscrimination testing. A SIMPLE 401(k) which the Plan Administrator would have allocated to the Plan is not subject to nondiscrimination testing under Section Participant's Account during the period of Qualified Military 4.10(B) (ADP test) or Section 4.10(C) (ACP test) of the Plan. Service, but based on any make-up Elective Deferrals or make-up Employee Contributions that the Participant makes (6) No top-heavy. A SIMPLE 401(k) Plan is not subject under Section 3.11(D). to the top-heavy provisions of Article X. (F) Limitations/Testing. Any contribution made under this (7) Remaining Plan terms. Except as otherwise Section 3.11 does not cause the Plan to violate and is not subject described in this Section 3.10, if an Employer has elected in its to testing under: (1) nondiscrimination requirements including Adoption Agreement to apply the SIMPLE 401(k) provisions of under Code §401(a)(4), the ADP test, the ACP test, the safe this Section 3.10, the Plan Administrator will apply the harbor 401(k) rules or the SIMPLE 401(k) rules; (2) top-heavy remaining Plan provisions to the Employer's Plan. requirements under Article X; or (3) coverage under Code §410(b). Contributions under this Section 3.11 are Annual 3.11 USERRA/HEART ACT CONTRIBUTIONS. Additions and are tested under Section 4.10(A) (Elective Deferral Limit) in the year to which such contributions are (A) Application. This Section 3.11 applies to an Employee allocated, but not in the year in which such contributions are who: (1) has completed Qualified Military Service under made. USERRA; (2) the Employer has rehired under USERRA; and (3) is a Participant entitled to make-up contributions under Code (1) Differential Wage Payments. Effective for §414(u). This Section 3.11 also applies to an Employee who dies Differential Wage Payments made after December 31, 2008, the or becomes disabled while performing Qualified Military Plan is not treated as failing to meet the requirements of any Service, as provided in Sections 3.11(K) and 3.11(L) and the provision described in this Section 3.11(F) by reason of any Employer's Adoption Agreement elections. contribution or benefit which is based on a Differential Wage Payment. The preceding sentence applies only if all Employees (B) Employer Contributions. The Employer will make-up any performing service in the uniformed services described in Code Employer Contribution the Employer would have made and §3401(h)(2)(A) are entitled to receive Differential Wage which the Plan Administrator would have allocated to the Payments on reasonably equivalent terms and, if eligible to Participant's Account had the Participant remained employed by participate in a retirement plan maintained by the Employer, to the Employer during the period of Qualified Military Service. make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (C) Compensation. For purposes of this Section 3.11, the Plan (5)). The Plan Administrator operationally may determine, for Administrator will determine an effected Participant's purposes of any provision described in this Section 3.11(F), Compensation as follows. A Participant during his/her period of whether to take into account any Elective Deferrals, and if Qualified Military Service is deemed to receive Compensation applicable, any Matching Contributions, attributable to equal to that which the Participant would have received had Differential Wage Payments. he/she remained employed by the Employer, based on the Participant's rate of pay that would have been in effect for the (G) No Earnings. A Participant receiving any make-up Participant during the period of Qualified Military Service. If the contribution under this Section 3.11 is not entitled to an Compensation during such period would have been uncertain, allocation of any Earnings on any such contribution prior to the the Plan Administrator will use the Participant's actual average time that the Employer actually makes the contribution (or Compensation for the 12 month period immediately preceding timely deposits the Participant's own make-up Elective Deferrals the period of Qualified Military Service, or if less, for the period or Employee Contributions) to the Trust. of employment. (H) No Forfeitures. A Participant receiving any make-up (D) Elective Deferrals/Employee Contributions. If the Plan allocation under this Section 3.11 is not entitled to an allocation provided for Elective Deferrals or for Employee Contributions of any forfeitures allocated during the Participant's period of during a Participant's period of Qualified Military Service, the Qualified Military Service. Plan Administrator must allow a Participant under this Section 3.11 to make up such Elective Deferrals or Employee Contributions to his/her Account. The Participant may make up © 2014 Great-West Trust Company, LLC or its suppliers 36

 
Defined Contribution Prototype Plan (I) Allocation Conditions. For purposes of applying any Plan (1) Trustee or Custodian. A trustee or custodian allocation conditions under Section 3.06, the Plan Administrator satisfying the requirements of Code §408(a)(2) must hold will treat any period of Qualified Military Service as Service. Designated IRA Contributions Accounts. If the Trustee holding the Designated IRA Contribution assets is a non-bank trustee, (J) HEART Act Death Benefits. In the case of a death the Trustee, upon receipt of notice from the Commissioner of occurring on or after January 1, 2007, if a Participant dies while Internal Revenue that substitution is required because the performing Qualified Military Service, the Participant's Trustee has failed to comply with the requirements of Treas. Beneficiary is entitled to any additional benefits (other than Reg. §1.408-2(e), will substitute another trustee in its place. benefit accruals relating to the period of Qualified Military Service) provided under the Plan as if the Participant had (2) Additional IRA requirements. All Designated IRA resumed employment and then terminated employment on Contributions: (a) must be made in cash; (b) are subject to the account of death. Moreover, the Plan will credit the Participant's IRA contribution limit under Code §408(a)(1) ($5,000 in 2008), Qualified Military Service as service for vesting purposes, as including cost-of-living adjustments after 2011 in $500 though the Participant had resumed employment under increments under Code §219(b)(5)(C) and as to Catch-Up USERRA immediately prior to the Participant's death. Eligible Participants to the IRA Catch-Up limit of $1,000 beginning in 2006; and (c) must be 100% Vested. (K) HEART Act Continued Benefit Accrual. This Section 3.11(K) does not apply unless the Employer in Appendix B (3) Not for deposit of SEP or SIMPLE IRA elects to apply such provisions. If this Section 3.11(K) applies, amounts/no Rollover Contributions. An Employer which then effective as of the date specified in Appendix B, for benefit maintains a SEP or a SIMPLE IRA may not deposit accrual purposes, the Plan treats an individual who dies or contributions under these arrangements to the Designated IRA becomes disabled while performing Qualified Military Service Contribution Accounts under this Section 3.12. A Participant with respect to the Employer as if the individual had resumed may not make a Rollover Contribution to his/her Designated employment in accordance with the individual's reemployment IRA Contribution Account. rights under USERRA, on the day preceding death or Disability (as the case may be) and terminated employment on the actual (4) Designated Roth IRA Contributions. date of death or Disability. (a) Contribution Limit. A Participant's contribution (1) Determination of benefits. The Plan will determine to the Designated Roth IRA and to all other Roth IRAs for a the amount of Employee Contributions and the amount of Taxable Year may not exceed the lesser of the amount described Elective Deferrals of an individual treated as reemployed under in Section 3.12(C)(2) or the Participant's Compensation under this Section 3.11(K) for purposes of applying paragraph Code Section 3.12(C)(4)(c). However, if (i) and/or (ii) below apply, §414(u)(8)(C) on the basis of the individual's average actual the maximum (non-rollover) contribution that can be made to all Employee Contributions or Elective Deferrals for the lesser of: the Participant's Roth IRAs (including to this Designated Roth (a) the 12-month period of service with the Employer IRA which must be a non-Rollover Contribution) for a Taxable immediately prior to Qualified Military Service; or (b) the actual Year is the smaller amount determined under (i) or (ii). length of continuous service with the Employer. (i) General. The maximum contribution is 3.12 DESIGNATED IRA CONTRIBUTIONS. The phased out ratably between certain levels of modified adjusted Employer in its Adoption Agreement may elect to permit gross income ("modified AGI," defined in Section Participants to make Designated IRA Contributions to its Plan. 3.12(C)(4)(b)) as follows: Designated IRA Contributions are subject to the provisions of this Section 3.12. Filing Full Phase-out No Status Contribution Range Contribution (A) Effective Date. The Employer may elect in its Adoption Agreement to apply the Designated IRA Contribution Single/ $95,000 $95,000- $110,000 or provisions. The Employer may accept Designated IRA Head of or less $110,000 more Contributions during such Plan Year only if the Employer elects Household to apply the provisions of this Section 3.12 (or otherwise adopted a good faith amendment under Code §408(q)), prior to Joint/Qualifying $150,000 $150,000- $160,000 or the Plan Year for which the Designated IRA Contribution Widow(er) or less $160,000 more provisions will apply. Married- $0 $0-$10,000 $10,000 or (B) Traditional or Roth IRA. The Employer in its Adoption Separate more Agreement may elect to treat Designated IRA Contributions as traditional IRA contributions, as Roth IRA contributions or as If the Participant's modified AGI for a Taxable Year is in the consisting of either type, at the Participant's election. phase-out range, the maximum contribution determined above for that Taxable Year is rounded up to the next multiple of $10 (C) Account or Annuity. The Employer in its Adoption and is not reduced below $200. Agreement may elect to establish Accounts to receive Designated IRA Contributions either as individual retirement (ii) Roth and non-Roth IRA contributions. If accounts, as individual retirement annuities or as consisting of the Participant makes (non-rollover) contributions to both Roth either type, at the Participant's election. and non-Roth IRAs for a Taxable Year, the maximum contribution that can be made to all of the Participant's Roth © 2014 Great-West Trust Company, LLC or its suppliers 37

 
Defined Contribution Prototype Plan IRAs for that Taxable Year is reduced by the contributions made invested in life insurance contracts and a Participant may not to the Participant's non-Roth IRAs for the Taxable Year. borrow from a Designated IRA Contributions Account or take such amounts into account in determining the maximum amount (iii) Conversion. After December 31, 2009, a available for a loan from the Participant's other Plan assets. The Participant may convert a Designated non-Roth IRA Plan Administrator or Trustee/Custodian may not cause Contributions Account to a Designated Roth IRA Contributions Designated IRA Contribution Accounts to be commingled with Account in accordance with Treas. Reg. §1.408A-4. A any non-Plan assets. Any Designated IRA Contribution Account Participant may not effect a conversion by means of contributing is established for the exclusive benefit of the affected Participant a Rollover Contribution to his/her Designated IRA under this and his/her Beneficiaries. No part of the Trust attributable to Plan. Designated IRA Contributions may be invested in collectibles as described in Code §408(m), except as may be permitted under (b) Modified AGI. For purposes of Section Code §408(m)(3). 3.12(C)(4)(a), a Participant's modified AGI for a Taxable Year is defined in Code §408A(c)(3)(C)(i) and does not include any (E) Participant Contribution and Designation. A Participant amount included in adjusted gross income as a result of a may make Designated IRA Contributions directly or through non-Roth IRA conversion. payroll withholding as the Plan Administrator may permit. At the time of the Participant's contribution (or when the (c) Compensation. For purposes of Section Designated IRA Contribution is withheld from payroll), the 3.12(C)(4)(a), Compensation is defined as wages, salaries, Participant must designate the contribution as a Designated IRA professional fees, or other amounts derived from or received for Contribution and if applicable, also must designate whether the personal services actually rendered (including, but not limited to contribution is traditional or Roth and whether the account is an commissions paid salesmen, compensation for services on the individual retirement account or an individual retirement basis of a percentage of profits, commissions on insurance annuity. premiums, tips, and bonuses) and includes earned income, as defined in Code §401(c)(2) (reduced by the deduction the (F) Treatment as IRA. For all purposes of the Code except as Self-Employed Individual takes for contributions made to a otherwise provided in this Section 3.12, Designated IRA self-employed retirement plan). For purposes of this definition, Contributions are subject to the IRA rules under Code §§408 Code §401(c)(2) shall be applied as if the term "trade or and 408A as applicable. Designated IRA Contributions are not business" for purposes of Code §1402 included service Annual Additions under Section 4.05(A) and are not subject to described in subsection (c)(6). Compensation does not include any testing under Article IV. amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or (G) Reporting. The Designated IRA Contribution Trustee or amounts not includible in gross income. Compensation also does Custodian must comply with all Code §408(i) reporting not include any amount received as a pension or annuity or as requirements, including providing required information deferred compensation. Compensation includes any amount regarding RMDs. includible in the Participant's gross income under Code §71 with respect to a divorce or separation instrument described in Code (H) Distribution/RMDs. Designated IRA Contribution §71(b)(2)(A). In the case of a married Participant filing a joint Accounts are distributable under Section 6.01(C)(4)(g) and are return, the greater compensation of his or her spouse is treated as subject to the RMD requirements of Section 6.02 (and to the the Participant's Compensation, but only to the extent that such Adoption Agreement elections described therein) except that: spouse's compensation is not being used for purposes of the (1) the Participant's RBD (only as it relates to the Designated spouse making a contribution to a Roth IRA or a deductible IRA Contribution Account) is determined under Section contribution to a non-Roth IRA. 6.02(E)(7)(a) referencing age 70 1/2 and without regard to 5% owner or continuing employment status; (2) if the Designated (D) Accounting and Investments. The Plan Administrator IRA Contribution Account is a Roth Account, there are no may cause Designated IRA Contributions to be held and lifetime RMDs; and (3) to the extent that the provisions of invested: (1) in a separate trust for each Participant; (2) as a Section 6.02 differ, RMDs from Designated IRA Contribution single trust holding all Participant Designated IRA Accounts otherwise are subject to the required minimum Contributions; or (3) as part of a single trust holding all of the distribution rules applicable to IRAs under Code §§408(a)(6) or assets of the Plan. If the Plan Administrator establishes a single 408A(c)(5) as applicable, and under the corresponding Treasury trust under clause (2) or (3), the Plan Administrator must regulations, which are incorporated by reference herein. account separately for each Participant's Designated IRA Contributions and for the Earnings attributable thereto. If the 3.13 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS Designated IRA Contributions are invested in an individual (DECs). A DEC is a Deductible Employee Contribution made to retirement annuity, the Plan Administrator may establish the Plan for a Taxable Year commencing prior to 1987. If a separate annuity contracts for each Participant's Designated IRA Participant has made DECs to the Plan, the Plan Administrator Contributions or may establish a single annuity contract for all must maintain a separate Account for the Participant's DECs as Participants, with separate accounting for each Participant. If the adjusted for Earnings, including DECs which are part of a Plan Administrator establishes a single annuity contract, such Rollover Contribution described in Section 3.08. The DECs contract must be separate from any other annuity contract under Account is part of the Participant's Account for all purposes of the Plan. The Plan Administrator also may invest Designated the Plan, except for purposes of determining the Top-Heavy IRA Contributions in any common or collective fund under Ratio under Section 10.01. The Plan Administrator may not use Sections 8.02 or 8.09. The Trust provisions of Article VIII a Participant's DECs Account to purchase life insurance on the otherwise apply to the investment of Designated IRA Participant's behalf. DECs are distributable under Section Contributions except that no part of such contributions may be 6.01(C)(4)(e). © 2014 Great-West Trust Company, LLC or its suppliers 38

 
Defined Contribution Prototype Plan ARTICLE IV LIMITATIONS AND TESTING 4.01 ANNUAL ADDITIONS LIMIT. The amount of Annual Additions which the Plan Administrator may allocate (1) Break-up of an affiliate employer or an affiliated under this Plan to a Participant's Account for a Limitation Year service group. For purposes of aggregating plans for Code may not exceed the Annual Additions Limit. §415, a Formerly Affiliated Plan of an employer is taken into account for purposes of applying the Code §415 limitations to (A) Actions to Prevent Excess Amount. If the Annual the employer, but the Formerly Affiliated Plan is treated as if it Additions the Plan Administrator otherwise would allocate had terminated immediately prior to the Cessation of Affiliation. under the Plan to a Participant's Account for the Limitation Year would exceed the Annual Additions Limit, the Plan (2) Mid-year Aggregation. Two or more Defined Administrator will not allocate the Excess Amount, but instead Contribution Plans that are not Code §415 Aggregated Plans as will take any reasonable, uniform and nondiscriminatory action of the first day of a Limitation Year do not fail to satisfy the the Plan Administrator determines necessary to avoid allocation requirements of Code §415 with respect to a Participant for the of an Excess Amount. Such actions include, but are not limited Limitation Year merely because later in that Limitation Year to, those described in this Section 4.01(A). If the Plan is a they become Code §415 Aggregated Plans, provided that no 401(k) Plan, the Plan Administrator may apply this Section 4.01 Annual Additions are credited to the Participant's Account after in a manner which maximizes the allocation to a Participant of the date on which the Plans are required to be aggregated. Employer Contributions (exclusive of the Participant's Elective Deferrals). Notwithstanding any contrary Plan provision, the (B) Combined Plans Limitation. The amount of Annual Plan Administrator, for the Limitation Year, may: (1) suspend or Additions which the Plan Administrator may allocate under this limit a Participant's additional Employee Contributions or Plan to a Participant's Account for a Limitation Year may not Elective Deferrals; (2) notify the Employer to reduce the exceed the Combined Plans Limitation. Employer's future Plan contribution(s) as necessary to avoid allocation to a Participant of an Excess Amount; or (3) suspend (1) Prevention. If the amount the Employer otherwise or limit the allocation to a Participant of any Employer would allocate to the Participant's Account under this Plan Contribution previously made to the Plan (exclusive of Elective would cause the Annual Additions for the Limitation Year to Deferrals) or of any Participant forfeiture. If an allocation of exceed this Section 4.02(B) Combined Plans Limitation, the Employer Contributions previously made (excluding a Employer will reduce the amount of its allocation to that Participant's Elective Deferrals) or of Participant forfeitures Participant's Account in the manner described in Section would result in an Excess Amount to a Participant's Account, the 4.01(A), so the Annual Additions under all of the Code §415 Plan Administrator will allocate the Excess Amount to the Aggregated Plans for the Limitation Year will equal the Annual remaining Participants who are eligible for an allocation of Additions Limit. Employer Contributions for the Plan Year in which the Limitation Year ends. The Plan Administrator will make this (2) Correction. If the Plan Administrator allocates to a allocation in accordance with the Plan's allocation method as if Participant an amount attributed to this Plan under Section the Participant whose Account otherwise would receive the 4.02(D) which exceeds the Combined Plans Limitation, the Plan Excess Amount is not eligible for an allocation of Employer Administrator must dispose of the Excess Amount in accordance Contributions. If the Plan Administrator allocates to a with Section 4.03. Participant an Excess Amount, the Plan Administrator must dispose of the Excess Amount in accordance with Section 4.03. (C) Estimated and Actual Compensation. Prior to the determination of the Participant's actual Compensation for the (B) Estimated and Actual Compensation. Prior to the Limitation Year, the Plan Administrator may determine the determination of the Participant's actual Compensation for the Combined Plans Limitation on the basis of the Participant's Limitation Year, the Plan Administrator may determine the estimated annual Compensation for such Limitation Year. The Annual Additions Limit on the basis of the Participant's Plan Administrator will make this determination on a reasonable estimated annual Compensation for such Limitation Year. The and uniform basis for all Participants similarly situated. The Plan Administrator will make this determination on a reasonable Plan Administrator must reduce the allocation of any Employer and uniform basis for all Participants similarly situated. The Contribution (including the allocation of Participant forfeitures) Plan Administrator must reduce the allocation of any Employer based on estimated annual Compensation by any Excess Contribution (including the allocation of Participant forfeitures) Amounts carried over from prior years. As soon as is based on estimated annual Compensation by any Excess administratively feasible after the end of the Limitation Year, Amounts carried over from prior years. As soon as is the Plan Administrator will determine the Combined Plans administratively feasible after the end of the Limitation Year, Limitation on the basis of the Participant's actual Compensation the Plan Administrator will determine the Annual Additions for such Limitation Year. Limit on the basis of the Participant's actual Compensation for such Limitation Year. (D) Ordering Rules. If a Participant's Annual Additions under this Plan and the Code §415 Aggregated Plans result in an 4.02 ANNUAL ADDITIONS LIMIT CODE §415 Excess Amount, such Excess Amount will consist of the AGGREGATED PLANS. Amounts last allocated. The Plan Administrator will determine the Amounts last allocated by treating the Annual Additions (A) Aggregation of Code §415 Aggregated Plans. For attributable to a simplified employee pension as allocated first, purposes of applying the Annual Additions Limit, all Code §415 followed by allocation to a welfare benefit fund or individual Aggregated Plans are treated as one plan. medical account, irrespective of the actual allocation date. If the © 2014 Great-West Trust Company, LLC or its suppliers 39

 
Defined Contribution Prototype Plan Plan Administrator allocates an Excess Amount to a Participant §411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and on an allocation date of this Plan which coincides with an Code §411(a)(3)(D) or repayment of contributions to a allocation date of another plan, the Excess Amount attributed to governmental plan (as defined in Code §414(d)) as described in this Plan will equal the product of: Code §415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments. (1) the total Excess Amount allocated as of such date, multiplied by (2) Date of tax-exempt Employer Contributions. Notwithstanding anything in the Plan to the contrary, in the case (2) the ratio of (a) the Annual Additions allocated to the of an Employer that is exempt from Federal income tax Participant as of such date for the Limitation Year under the (including a governmental employer), Employer Contributions Plan to (b) the total Annual Additions allocated to the are treated as credited to a Participant's account for a particular Participant as of such date for the Limitation Year under this Limitation Year only if the contributions are actually made to Plan and the Code §415 Aggregated Plans. the Plan no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as (E) Disposition of Allocated Excess Amount Attributable to applicable, depending on the basis on which the Employer keeps Plan. The Plan Administrator will dispose of any allocated its books) with or within which the particular Limitation Year Excess Amounts described in and attributed to this Plan under ends. Section 4.02(D) as provided in Section 4.03. (B) Annual Additions Limit. Annual Additions Limit means (F) Override. The Employer in Appendix B may specify the lesser of: (i) $40,000 (or, if greater, the $40,000 amount as overriding provisions which will apply to satisfy the adjusted under Code §415(d)), or (ii) 100% of the Participant's 0requirements of Code §415 and the applicable regulations if the Compensation paid or accrued for the Limitation Year. If there Employer maintains more than one qualified plan. is a short Limitation Year because of a change in Limitation Year, the Plan Administrator will multiply the $40,000 (as 4.03 DISPOSITION OF EXCESS ANNUAL adjusted) limitation by the following fraction: ADDITIONS. If a Participant's Account exceeds the Annual Additions Limit for the Limitation Year, then the Plan may Number of months (or fractional parts thereof) in the short correct such excess in accordance with the Employee Plans Limitation Year Compliance Resolution System (EPCRS). 12 4.04 NO COMBINED DCP/DBP LIMITATION. If the The 100% Compensation limitation in clause (ii) above does not Employer maintains a Defined Benefit Plan, or has ever apply to any contribution for medical benefits within the maintained a Defined Benefit Plan which the Employer has meaning of Code §401(h) or Code §419A(f)(2) which otherwise terminated, this Plan does not calculate a combined 415 limit is an Annual Addition. based on the Defined Benefit Plan and this Plan. (1) Certain contributions treated as made to a Defined 4.05 DEFINITIONS: SECTIONS 4.01-4.04. The following Contribution Plan. Solely for purposes of Sections 4.01 definitions apply for purposes of Sections 4.01 through 4.04, and through 4.04, the following contributions are treated as supersede any contrary definitions in Article I: contributions to a Defined Contribution Plan: (i) mandatory employee contributions under Code §411(c)(2)(C) made to a (A) Annual Additions. Annual Additions means the sum of the Defined Benefit Plan maintained by the Employer, unless such following amounts allocated to a Participant's Account for a contributions are "picked up" by the Employer under Code Limitation Year: (1) Employer Contributions (including Elective §414(h)(2); (ii) contributions to an individual medical account Deferrals); (2) forfeitures; (3) Employee Contributions; (4) (as defined in Code §415(l)(2)) included as part of a Defined amounts allocated to an individual medical account (as defined Benefit Plan or annuity plan under Code §401(h) maintained by in Code §415(l)(2)) included as part of a pension or annuity plan the Employer; and (iii) a welfare benefit fund under Code maintained by the Employer; (5) contributions paid or accrued §419(e) maintained by the Employer to the extent there are attributable to post-retirement medical benefits allocated to the post-retirement medical benefits allocated to the separate separate account of a key-employee (as defined in Code account of a key employee (as defined in Code §419A(d)(3)). §419A(d)(3)) under a welfare benefit fund (as defined in Code §419(e)) maintained by the Employer; (6) amounts allocated (2) Change of Limitation Year/Plan termination. The under a Simplified Employee Pension Plan; and (7) corrected Employer may change the Limitation Year only by a Plan (distributed) Excess Contributions under Section 4.10(B)(8) and amendment. If the Employer terminates the Plan effective as of corrected (distributed) Excess Aggregate Contributions under a date other than the last day of the Limitation Year, then the Section 4.10(C)(8). Plan is treated as if the Plan had been amended to change its Limitation Year. (1) Exclusions. Annual Additions do not include: (a) Catch-Up Contributions; (b) Excess Deferrals which the Plan (C) Cessation of Affiliation. A Cessation of Affiliation means Administrator corrects by distribution by April 15 of the the event that causes an entity to no longer be aggregated with following calendar year; (c) Designated IRA Contributions; (d) one or more other entities as a single employer under the Restorative Payments; (e) Transfers to this Plan; (f) Rollover employer affiliation rules described in Treas. Reg. Contributions (as described in Code §§401(a)(31), 402(c)(1), §§1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (g) In-Plan outside a controlled group), or that causes a plan to not actually Roth Rollovers, (h) Repayments of loans made to a Participant be maintained by any of the entities that constitute the employer from the Plan; and (i) Repayments of amounts described in Code under the employer affiliation rules of Treas. Reg. © 2014 Great-West Trust Company, LLC or its suppliers 40

 
Defined Contribution Prototype Plan §§1.415(a)-1(f)(1) and (2) (such as a transfer of plan and will take into account tax-exempt organizations under Treas. sponsorship outside of a controlled group). Reg. §1.414(c)-5. If this Plan is a Multiple Employer Plan, then as to each Participating Employer, the term "Employer" means (D) Code §415 Aggregated Plans. Code §415 Aggregated the Participating Employer and any Related Employer to the Plans means all Defined Contribution Plans (without regard to Participating Employer. whether a plan has been terminated) ever maintained by the Employer (or a Predecessor Employer) under which the (H) Excess Amount. Excess Amount means the excess of the Participant receives Annual Additions and as described under Participant's Annual Additions for the Limitation Year over the Treas. Reg. §1.415(f)-1. Annual Additions Limit. (E) Combined Plans Limitation. The Combined Plans (I) Formerly Affiliated Plan. Formerly Affiliated Plan means Limitation means the Annual Additions Limit, reduced by the a plan that, immediately prior to the Cessation of Affiliation, sum of any Annual Additions allocated to the Participant's was actually maintained by one or more of the entities that accounts for the same Limitation Year under the Code §415 constitute the Employer (as determined under the employer Aggregated Plans. affiliation rules described in Treas. Reg. §§1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not (F) Compensation. Compensation for purposes of Code §415 actually maintained by any of the entities that constitute the testing means Compensation as defined in Section 1.11(B)(1), Employer (as determined under the employer affiliation rules (2), (3), or (4), except: (i) Compensation includes Elective described in Treas. Reg. §§1.415(a)-1(f)(1) and (2)). Deferrals under Section 1.11(D), irrespective of whether the Employer has elected in its Adoption Agreement to include (J) Limitation Year. See Section 1.34. Elective Deferrals in Compensation for allocation purposes; (ii) Compensation for the entire Limitation Year is taken into (K) Predecessor Employer. Predecessor Employer means a account even if the Employer in its Adoption Agreement has former employer with respect to a participant in a plan elected to include only Participating Compensation for maintained by an employer if the employer maintains a plan allocation purposes; (iii) Compensation includes regular pay under which the participant had accrued a benefit while Post-Severance Compensation under Section 1.11(I)(1)(a) performing services for the employer, but only if that benefit is regardless of whether the Employer elected in its Adoption provided under the plan maintained by the employer. For this Agreement under Section 1.11 to exclude such amounts in purpose, the formerly affiliated plan rules in Treas. Reg. allocation Compensation; (iv) if the Employer elects on §1.415(f)-1(b)(2) apply as if the Employer and Predecessor Appendix B to use different selections for Post-Severance Employer constituted a single employer under the rules Compensation under this Section 4.05(F) than it does under described in Treas. Reg. §§1.415(a)-1(f)(1) and (2) immediately Section 1.11, then Compensation includes or excludes such prior to the cessation of affiliation (and as if they constituted other items of Post-Severance Compensation as the Employer two, unrelated employers under the rules described in Treas. elected in Appendix B, without regard to whether the Employer Reg. §§1.415(a)-1(f)(1) and (2) immediately after the cessation elected under Section 1.11 to include or to exclude such of affiliation) and cessation of affiliation was the event that amounts in allocation Compensation and (v) except as elected gives rise to the predecessor employer relationship, such as a under (iv), any other Compensation adjustment or exclusion the transfer of benefits or plan sponsorship. With respect to an Employer has elected in its Adoption Agreement for allocation Employer of a Participant, a former entity that antedates the purposes does not apply. Employer is a Predecessor Employer with respect to the Participant if, under the facts and circumstances, the Employer (1) "First few weeks rule." If the Employer elects in constitutes a continuation of all or a portion of the trade or Appendix B, the Plan Administrator on a uniform and consistent business of the former entity. basis as to similarly situated Participants, will include in Compensation for Code §415 purposes Compensation earned in (L) Restorative Payment. A Restorative Payment means a such Limitation Year but which, solely because of pay period payment made to restore losses to a Plan resulting from actions and pay date timing, is paid in the first few weeks of the next by a fiduciary for which there is reasonable risk of liability for following Limitation Year as described in Treas. Reg. breach of a fiduciary duty under ERISA or under other §1.415(c)-2(e)(2). This Section 4.05(F)(1) applies to Code §415 applicable federal or state law, where Participants who are testing Compensation but does not affect Compensation for similarly situated are treated similarly with respect to the allocation purposes. payments. Generally, payments are Restorative Payments only if the payments are made in order to restore some or all of the (2) Differential Wage Payment. For years beginning Plan's losses due to an action (or a failure to act) that creates a after December 31, 2008, the Plan treats a Differential Wage reasonable risk of liability for such a breach of fiduciary duty Payment to an Employee as Compensation for purposes of: (i) (other than a breach of fiduciary duty arising from failure to application the Annual Additions Limit; (ii) application of remit contributions to the Plan). This includes payments to the Article X (top-heavy); (iii) determination of HCEs under Section Plan made pursuant to a DOL order, the DOL's Voluntary 1.22(E); and (iv) application of the 5% Gateway Contribution Fiduciary Correction Program, or a court-approved settlement, requirement described in Section 4.07(A). to restore losses to a qualified Defined Contribution Plan on account of the breach of fiduciary duty (other than a breach of (G) Employer. Employer means the Signatory Employer and fiduciary duty arising from failure to remit contributions to the any Related Employer. Solely for purposes of applying the Plan). Payments made to the Plan to make up for losses due Annual Additions Limit, the Plan Administrator will determine merely to market fluctuations and other payments that are not Related Employer status by modifying Code §§414(b) and (c) in made on account of a reasonable risk of liability for breach of a accordance with Code §415(h) and Treas. Reg. §1.415(a)-1(f)(1) fiduciary duty under ERISA are not Restorative Payments and © 2014 Great-West Trust Company, LLC or its suppliers 41

 
Defined Contribution Prototype Plan generally constitute contributions that are considered Annual imputed permitted disparity under Treas. Reg. §1.401(a)(4)-7; Additions. (vii) application of restructuring under Treas. Reg. §1.401(a)(4)-9; (viii) application of the average benefit test 4.06 ANNUAL TESTING ELECTIONS. The Plan under Code §410(b)(2), except as limited under Section 3.06(F); Administrator may elect to test for coverage and (ix) application of permissive aggregation under Code nondiscrimination by applying, as applicable, annual testing §410(b)(6)(B); (x) application of the "qualified separate line of elections under this Section 4.06. business rules" under Code §410(b)(5); (xi) shifting Elective Deferrals from the ADP test to the ACP test; (xii) shifting (A) Changes and Uniformity. In applying any testing election, QMACs from the ACP test to the ADP test; or (xiii) application the Plan Administrator may elect to apply or not to apply such of the "2 1/2 month rule" in the ADP test under Treas. Reg. election in any Testing Year, consistent with this Section 4.06. §1.401(k)-2(a)(4)(i)(B)(2). However, the Plan Administrator will apply the testing elections in effect within a Testing Year uniformly to all similarly situated (1) Application of otherwise excludible employees and Participants. early participation rules. In applying the OEE and EP rules in clauses (i) and (ii) of Section 4.06(C) above, the Plan (B) Plan Specific Elections. The Employer in its Adoption Administrator will apply the following provisions. Agreement must elect for the Plan Administrator to apply the following annual testing elections: (1) nondiscrimination testing (a) Definitions of Otherwise Excludible under the ADP and ACP tests as a Traditional 401(k) Plan; (2) Employees and Includible Employees. For purposes of this no nondiscrimination testing as a Safe Harbor 401(k) Plan or Section 4.06(C), an Otherwise Excludible Employee means a nondiscrimination testing under the ACP test as an ADP only Participant who has not reached the Cross-Over Date. For Safe Harbor 401(k) Plan; (3) no nondiscrimination testing as a purposes of this Section 4.06(C), an Includible Employee means SIMPLE 401(k) Plan; (4) the top-paid group election under a Participant who has reached the Cross-Over Date. Code §414(q)(1)(B)(ii); (5) the calendar year data election under Notice 97-45; (6) Current or Prior Year Testing as a Traditional (b) Satisfaction of coverage. To apply the OEE or 401(k) Plan or as an ADP only Safe Harbor 401(k) Plan under EP rules for nondiscrimination testing, the Plan must satisfy Treas. Reg. §§1.401(k)-2(a)(2)(ii) and 1.401(m)-2(a)(2)(ii) as coverage as to the disaggregated plans under Code applicable; and (7) any other testing election which the IRS in §410(b)(4)(B). the future specifies in written guidance as being subject to a requirement of the Employer making a Plan (versus an (c) Definition of Cross-Over Date. The Cross-Over operational) election. Date under the OEE rule means the date on which an Employee changes status from the disaggregated plan benefiting the (1) Special Rules relating to ADP/ACP Testing. If the Otherwise Excludible Employees to the disaggregated plan Adoption Agreement elects both ADP test safe harbor status and benefiting the Includible Employees. The Cross-Over Date has nondiscrimination testing under the ADP test, the elections the same meaning under the EP rule except it is limited only to relating to Safe Harbor status will apply only to a disaggregated NHCEs. Under the EP rule, all HCE Participants remain subject plan under Treas. Reg. §1.401(k)-1(b)(4) which is a Safe Harbor to nondiscrimination testing. 401(k) Plan under Section 3.05. If a disaggregated plan is a Safe Harbor 401(k) Plan and there are other disaggregated plans (d) Determination of Cross-Over Date. The Plan which are not Safe Harbor 401(k) Plans (such as through Administrator may elect to determine the Cross-Over Date for operation of the OEE rule described in Section 4.06(C) and an Employee by applying any date which is not later than the Section 3.05(D)), Current Year Testing will apply to the maximum permissible entry date under Code §410(a)(4). disaggregated plan covering Otherwise Excludible Employees unless the Employer otherwise elects in the Adoption (e) Amounts in testing in Cross-Over Plan Year. Agreement. See Section 3.05(I)(1) regarding ADP and ACP For purposes of the OEE rule, the Plan Administrator will count testing in connection with the maybe notice. See Section the total Plan Year Elective Deferrals, Matching Contributions, 3.05(G) regarding the application of the ACP test to Employee Employer Contributions, and Compensation in the Includible Contributions if the Plan qualifies for the ACP test safe harbor. Employees plan test for the Employees who become Includible See Section 3.10(G)(5) regarding SIMPLE 401(k) plans. Employees at any time during such Plan Year. For purposes of applying the EP rule, the Plan Administrator will count the (C) Operational Elections. The Plan Administrator Elective Deferrals, Matching Contributions, Employer operationally may apply any testing election available under Contributions, and Compensation in the single test for the Treasury regulations or other guidance published in the Internal Includible Employees, but only such of these items as are Revenue Bulletin, other than those plan specific elections attributable to the period on and following the Cross-Over Date. described in 4.06(B), including but not limited to: (i) the "otherwise excludible employees rule" ("OEE rule") under Code (f) Application of other conventions. §410(b)(4)(B); (ii) the "early participation rule" ("EP rule") Notwithstanding Sections 4.06(C)(1)(c), (d), and (e) the Plan under Code §§401(k)(3)(F) and 401(m)(5)(C); (iii) except as Administrator under a Restated Plan operationally may apply the Section 4.07 may limit, the application of any Code §414(s) Plan terms commencing in the Plan Year beginning after the nondiscriminatory definition of compensation for Employer executes the Restated Plan in lieu of applying the Plan nondiscrimination testing, regardless of the Plan's definitions of terms retroactive to the Plan's restated Effective Date; and (iii) Compensation for any other purpose; (iv) application of the the Plan Administrator operationally may apply any other general nondiscrimination test under Treas. Reg. reasonable conventions, uniformly applied within a Plan Year. §1.401(a)(4)-2(c); (v) application of the "compensation ratio test" under Treas. Reg. §1.414(s)-1(d)(3); (vi) application of © 2014 Great-West Trust Company, LLC or its suppliers 42

 
Defined Contribution Prototype Plan (g) Allocations not effected by testing. The Plan minimum aggregate allocation gateway as further defined in Administrator's election to apply the OEE or EP rules for testing Treas. Reg. §1.401(a)(4)-9(b)(2)(v). does not control the Plan allocations, or the Compensation or Elective Deferrals taken into account for Plan allocations. The (B) Eligibility for Gateway Contribution. The Plan Plan Administrator will determine Plan allocations, and Administrator will allocate any Gateway Contribution for a Plan Compensation and Elective Deferrals for Plan allocations, based Year to each NHCE Participant who receives an allocation of on the Employer's Adoption Agreement elections, including any Employer Contribution or Nonelective Contribution for elections relating to Participating Compensation or Plan Year such Plan Year. The Plan Administrator will allocate the Compensation. For this purpose, an election of Participating Gateway Contribution without regard to any allocation Compensation means Compensation and Elective Deferrals on conditions under Section 3.06 otherwise applicable to Employer and following the Cross-Over Date as to the allocations for the Contributions or Nonelective Contributions under the Plan. disaggregated plan benefiting the Includible Employees. However, if the Plan Administrator disaggregates the Plan for testing pursuant to the OEE rule under Section 4.06(C), the (D) Election Timing. Except where the Plan specifies another Otherwise Excludible Employees will not receive an allocation deadline for making a Plan specific annual testing election under of any Gateway Contribution. Section 4.06(B), the Plan Administrator may make any such testing election, and the Employer must amend the Plan as (C) Amount of Gateway Contribution. The Plan necessary to reflect the election, by the end of the Testing Year. Administrator will allocate any Gateway Contribution pro rata The Plan Administrator may make operational testing elections based on the Compensation of each Participant who receives a under Section 4.06(C). If the Employer is correcting an Gateway Contribution allocation for the Plan Year, but in no operational Plan failure under EPCRS, the Employer may make event will an allocation of the Gateway Contribution to any an annual testing election for any Testing Year at the time the Participant exceed the lesser of: (1) 5% of Compensation; or (2) Employer makes the correction. one-third (1/3) of the Highest Allocation Rate for the Plan Year. The Plan Administrator will reduce (offset) the Gateway (E) Coverage Transition Rule. The Plan Administrator in Contribution allocation for a Participant under either the 5% or determining the Plan's compliance with the coverage the 1/3 Gateway Contribution alternative, by the amount of any requirements of Code §410(b), in the case of certain acquisitions other Employer Contributions or Nonelective Contributions the or dispositions described in Code §410(b)(6)(C) and in the Plan Administrator allocates (including forfeitures allocated as regulations thereunder, will apply the "coverage transition rule" an Employer Contribution or Nonelective Contribution and Safe described therein. Harbor Nonelective Contributions, but excluding other QNECs, as defined under Section 1.38(C)) for the same Plan Year to 4.07 TESTING BASED ON BENEFITS. In applying the such Participant; provided that if an NHCE is receiving only a general nondiscrimination test under Section 4.06(C) to any QNEC and the QNEC amount equals or exceeds the Gateway non-uniform Plan allocation, the Plan Administrator may elect Contribution, the QNEC satisfies the Gateway Contribution to test using allocation rates or using equivalent accrual (benefit) requirement as to that NHCE. Notwithstanding the foregoing, rates ("EBRs") as defined in Treas. Reg. §1.401(a)(4)-(8)(b)(2). the Employer may increase the Gateway Contribution to satisfy In the event that the Plan Administrator elects to test using the provisions of Treas. Reg. §1.401(a)(4)-9(b)(2)(v)(D) if the EBRs, the Plan must comply with this Section 4.07. Plan consists (for nondiscrimination testing purposes) of one or more Defined Contribution Plans and one or more Defined (A) Gateway Contribution. Except as provided in Section Benefit Plans. 4.07(A)(2), if the Plan Administrator will perform nondiscrimination testing using EBRs, the Employer must make (D) Compensation for 5% Gateway Contribution. For a Gateway Contribution. allocation purposes under the 5% Gateway Contribution alternative, "Compensation" means under Section 4.05(F) except (1) Definition of Gateway Contribution. A Gateway that Compensation is limited to Participating Compensation. Contribution is an additional Employer Contribution or Nonelective Contribution in an amount necessary to satisfy the (E) Compensation for Determination of Highest Rate and minimum allocation gateway requirement described in Treas. 1/3 Gateway Contribution. The Plan Administrator under the Reg. §1.401(a)(4)-8(b)(1)(vi). 1/3 Gateway Contribution alternative: (i) will determine the Highest Allocation Rate and the resulting Gateway Contribution (2) Exception to Gateway Contribution requirement. rate for the NHCE Participants entitled to the Gateway An Employer is not required to make any Gateway Contribution Contribution; and (ii) will allocate the Gateway Contribution, in the event that the Employer's elected allocation under Section based on Compensation the Employer elects in its Adoption 4.07(A) satisfies; (a) the "broadly available allocation rate" Agreement, provided that such definition satisfies Code §414(s) requirements; (b) the "age-based allocation with a gradual age or and if it does not, the Plan Administrator will allocate the service schedule" requirements; or (c) the uniform target benefit Gateway Contribution based on a Code §414(s) definition which allocation requirements each as described in Treas. Reg. the Plan Administrator operationally selects. §1.401(a)(4)-8(b)(1)(B). Moreover, an Employer is not required to make any Gateway Contribution in the event that the Plan is (1) Definition of Highest Allocation Rate. The Highest permissively aggregated (pursuant to Section 4.06(C)(ix)) with Allocation Rate means the greatest allocation rate of any HCE one or more defined benefit plans for purposes of coverage and Participant and is equal to the Participant's total Employer nondiscrimination testing under Treas. Reg. §1.401(a)(4)-8(b)(2) Contribution or Nonelective Contribution allocation (including and the aggregated plan is eligible to be tested on a benefits any QNECs, Safe Harbor Nonelective Contributions and basis, either because the aggregated plan is primarily defined forfeitures allocated as a Nonelective Contribution or forfeitures benefit in character, or the aggregated plan provided the © 2014 Great-West Trust Company, LLC or its suppliers 43

 
Defined Contribution Prototype Plan allocated as a Money Purchase Pension Contribution) divided by Taxable Year (or if later, the date permitted under Code §§7503 his/her Compensation, as described in this Section 4.07(E). or 7508A). See Section 4.11(C)(1) as to Gap Period income. (F) Employer Contribution Excludes Match. For purposes of (6) 415 interaction. If the Plan Administrator distributes this Section 4.07, an Employer Contribution excludes Matching the Excess Deferrals by the April 15 deadline under Section Contributions. 4.10(A)(5), the Excess Deferrals are not an Annual Addition under Section 4.05, and the Plan Administrator may make the 4.08 AMENDMENT TO PASS TESTING. In the event distribution irrespective of any other provision under this Plan or that the Plan fails to satisfy Code §§410(b) or 401(a)(4) in any under the Code. Elective Deferrals distributed to a Participant as Plan Year, the Employer may elect to amend the Plan consistent an Excess Amount in accordance with Section 4.03 are not taken with Treas. Reg. §1.401(a)(4)-11(g) to correct the failure, or as into account in determining the Participant's Elective Deferral otherwise permitted in the regulation. The Employer may make Limit. such an amendment in any form or manner as the Employer deems reasonable, but otherwise consistent with Section 11.02. (7) ADP interaction. The Plan Administrator will reduce Any amendment under this Section 4.08 will not affect reliance the amount of Excess Deferrals for a Taxable Year distributable on the Plan's Opinion Letter or Advisory Letter. to a Participant by the amount of Excess Contributions (as determined in Section 4.10(B)), if any, previously distributed to 4.09 APPLICATION OF COMPENSATION LIMIT. The the Participant for the Plan Year beginning in that Taxable Year. Plan Administrator in performing any nondiscrimination testing under this Article IV will limit each Participant's Compensation (8) More than one plan. If a Participant participates in to the amount described in Section 1.11(E). another plan subject to the Code §402(g) limitation under which he/she makes elective deferrals pursuant to a 401(k) Plan, 4.10 401(k) (OR OTHER PLAN) TESTING. The Plan elective deferrals under a SARSEP, elective contributions under Administrator will test Elective Deferrals, Matching a SIMPLE IRA or salary reduction contributions to a Contributions and Employee Contributions under the tax-sheltered annuity (irrespective of whether the Employer Employer's 401(k) Plan or other Plan as applicable, in maintains the other plan), the Participant may provide to the accordance with this Section 4.10. Plan Administrator a written claim for Excess Deferrals made to the Plan for a Taxable Year. The Participant must submit the (A) Annual Elective Deferral Limitation. A Participant's claim no later than the March 1 following the close of the Elective Deferrals for a Taxable Year may not exceed the particular Taxable Year and the claim must specify the amount Elective Deferral Limit. of the Participant's Elective Deferrals under this Plan which are Excess Deferrals. The Plan Administrator may require the (1) Definition of Elective Deferral Limit. The Elective Participant to provide reasonable evidence of the existence of Deferral Limit is the Code §402(g) limitation on each and the amount of the Participant's Excess Deferrals. If the Plan Participant's Elective Deferrals for each Taxable Year. If the Administrator receives a timely claim which it approves, the Participant's Taxable Year is not a calendar year, the Plan Plan Administrator will distribute the Excess Deferrals (as Administrator must apply the Code §402(g) limitation in effect adjusted for Allocable Income under Section 4.11(C)(1)) the for the calendar year in which the Participant's Taxable Year Participant has assigned to this Plan, in accordance with this begins. Section 4.10(A). If a Participant has Excess Deferrals because of making Elective Deferrals to this Plan and other plans of the (2) Definition of Excess Deferral. A Participant's Excess Employer (but where the Elective Deferral Limit is not exceeded Deferral is the amount of Elective Deferrals for a Taxable Year based on Deferrals to any single plan), the Participant for which exceeds the Elective Deferral Limit. purposes of this Section 4.10(A)(8) is deemed to have notified the Plan Administrator of this Plan of the Excess Deferrals. (3) Elective Deferral Limit. The Elective Deferral Limit is the amount as in effect under Code §402(g) ($16,500 in (9) Roth and Pre-Tax Deferrals. If a Participant who 2011), subject to adjustment by the Treasury in multiples of will receive a distribution of Excess Deferrals, in the Taxable $500 under Code §402(g)(4). Year for which the corrective distribution is made, has contributed both Pre-Tax Deferrals and Roth Deferrals, the Plan (4) Suspension after reaching limit. If, pursuant to a Administrator operationally will determine the Elective Deferral Salary Reduction Agreement or pursuant to a CODA election, Account source(s) from which it will direct the Trustee to make the Employer determines a Participant's Elective Deferrals to the the corrective distribution. The Plan Administrator also may Plan for a Taxable Year would exceed the Elective Deferral permit the affected Participant to elect the source(s) from which Limit, the Employer will suspend the Participant's Elective the Trustee will make the corrective distribution. However, the Deferrals under his/her Salary Reduction Agreement, if any, amount of a corrective distribution of Excess Deferrals to any until the following January 1 and will pay to the Participant in Participant from the Pre-Tax Deferral or Roth Deferral sources cash the portion of the Elective Deferrals which would result in under this Section 4.10(A)(9) may not exceed the amount of the the Participant's Elective Deferrals for the Taxable Year Participant's Pre-Tax Deferrals or Roth Deferrals for the Taxable exceeding the Elective Deferral Limit. Year of the correction. (5) Correction. If the Plan Administrator determines a (B) Actual Deferral Percentage (ADP) Test. If the Employer Participant's Elective Deferrals already contributed to the Plan in its Adoption Agreement has elected to test its 401(k) Plan as a for a Taxable Year exceed the Elective Deferral Limit, the Plan Traditional 401(k) Plan, a Participant's Elective Deferrals for a Administrator will distribute the Excess Deferrals as adjusted for Plan Year may not exceed the ADP Limit. However, this Allocable Income, no later than April 15 of the following Section 4.10(B) will not apply to a Plan Year if: (1) for the Plan © 2014 Great-West Trust Company, LLC or its suppliers 44

 
Defined Contribution Prototype Plan Year no NHCE was an ADP Participant, (2) for the Plan Year Deferrals the Plan Administrator operationally elects to shift to no HCE was an ADP Participant, or (3) the Plan is a Volume the ACP test; provided that the Plan must pass the ADP test both Submitter Plan and the plan is a governmental plan described in taking into account and disregarding the Elective Deferrals the Code §414(d). In accordance with Treas. Reg. §1.401(k)-1(e)(7), Plan Administrator shifts to the ACP test. it is impermissible for the Plan to use ADP testing for a Plan Year in which it is intended for the Plan through its written (f) Current/Prior Year Testing. terms to use the ADP test safe harbor, even though the Plan fails to satisfy the requirements of such safe harbor for the Plan Year. (i) Election. In determining whether the Plan's 401(k) arrangement satisfies the ADP test, the Plan (1) Definition of ADP Limit. The ADP Limit is the Administrator will use Current Year Testing or Prior Year maximum dollar amount of Elective Deferrals each HCE Testing as the Employer elects in its Adoption Agreement. Any Participant may defer under the Plan such that the Plan passes such election applies for such Testing Years as the Employer the ADP test for that Plan Year. elects (and retroactively as the Employer may elect in the case of a Restated Plan). (2) Definition of Excess Contributions. Excess Contributions are the amount of Elective Deferrals made by the (ii) Permissible changes. The Employer may HCEs which exceed the ADP Limit and which may not be amend its Adoption Agreement to change from Prior Year recharacterized as Catch-Up Contributions or as Employee Testing to Current Year Testing at any time, subject to Section Contributions. 4.06(D). The Employer under Section 4.06(D) may amend its Adoption Agreement to change from Current Year Testing to (3) ADP test. For each Plan Year, Elective Deferrals Prior Year Testing only: (A) if the Plan has used Current Year satisfy the ADP test if they satisfy either of the following tests: Testing in at least the 5 immediately preceding Plan Years (or if the Plan has not been in existence for 5 Plan Years, the number (a) 1.25 test. The ADP for the HCE Group does not of Plan Years the Plan has been in existence); (B) the Plan is the exceed 1.25 times the ADP of the NHCE Group; or result of aggregation of 2 or more plans and each of the aggregated plans used Current Year Testing for the period (b) 2 percent test. The ADP for the HCE Group described in clause (A); or (C) a transaction occurs to which the does not exceed the ADP for the NHCE Group by more than coverage transition rule under Code §410(b)(6)(C) applies and two percentage points and the ADP for the HCE Group is not as a result, the Employer maintains a plan using Prior Year more than twice the ADP for the NHCE Group. Testing and a plan using Current Year Testing. Under clause (C), the Employer may make an amendment to change to Prior (4) Calculation of ADP. The ADP for either group is the Year Testing at any time during the coverage transition period. average of the separate ADRs calculated to the nearest one-hundredth of one percent for each ADP Participant who is a (iii) Deferrals and QNEC/QMAC member of that group. The Plan Administrator will include in deadline/limitation under Prior Year Testing. The Plan the ADP test as a zero an ADP Participant who elects not to Administrator includes Elective Deferrals, QNECs or QMACs make Elective Deferrals to the Plan for the Testing Year. in determining the HCE or NHCE ADP only if the Employer makes such contribution to the Plan within 12 months following (a) Definition of ADR (actual deferral ratio). An the end of the Testing Year to which the Elective Deferral ADP Participant's ADR for a Plan Year is the ratio of the ADP relates or to which the Plan Administrator will allocate the Participant's Elective Deferrals, but excluding Catch-Up QNEC or QMAC. For this purpose, an Elective Deferral is Contributions, for the Plan Year to the ADP Participant's considered allocated as of a date within a Testing Year if the Compensation for the Plan Year. allocation is not contingent on participation or performance of services after such date. Under Prior Year Testing, to count the (b) Definitions of ADP Participant and HCE and QNEC or QMAC in the ADP test, the Employer must contribute NHCE Groups. See Sections 4.11(B), (G), and (H). a QNEC or QMAC by the end of the Testing Year. The Employer may not make an Operational QNEC or QMAC if the (c) Excess Deferrals interaction. In determining the Plan uses Prior Year Testing. ADP, the Plan Administrator must include any HCE's Excess Deferrals (whether or not corrected), as described in Section (iv) First Plan Year under Prior Year Testing. 4.10(A), to this Plan or to any other Plan of the Employer and For the first Plan Year the Plan permits Elective Deferrals, if the the Plan Administrator will disregard any NHCE's Excess Plan is not a Successor Plan and is using Prior Year Testing, the Deferrals. prior year ADP for the NHCE Group is equal to the greater of 3% or the actual ADP for the NHCE Group in the first Plan (d) QNECs and QMACs. The Plan Administrator Year. If the Plan continues to use Prior Year Testing in the operationally may include in the ADP test, QNECs, and second Plan Year, the Plan Administrator must use the actual QMACs the Plan Administrator does not use in the ACP test, first Plan Year ADP for the NHCE Group in the ADP test for provided that the Plan passes the ACP test before and after the the second Plan Year. shifting of any amount from the ACP test to the ADP test. The Plan Administrator may use QNECs or QMACs in the ADP test (v) Plan coverage changes under Prior Year provided such amounts are not impermissibly targeted under Testing. If the Employer's Plan is using Prior Year Testing and Section 4.10(D). the Plan experiences a plan coverage change under Treas. Reg. §1.401(k)-2(c)(4), the Plan Administrator will make any (e) Shifting Elective Deferrals to ACP. The Plan adjustments such regulations may require to the NHCEs' ADP Administrator will not count in the ADP test any Elective for the prior year. © 2014 Great-West Trust Company, LLC or its suppliers 45

 
Defined Contribution Prototype Plan (a) Calculation of total Excess Contributions. The (vi) Shifting contributions and switching from Plan Administrator will determine the total amount of the Current Year Testing to Prior Year Testing. If the Plan Excess Contributions to the Plan by starting with the HCE(s) Administrator is using Current Year Testing and shifts an who has the greatest ADR, reducing his/her ADR (but not below Elective Deferral to the ACP test or shifts a QMAC to the ADP the next highest ADR), then, if necessary, reducing the ADR of test, then, in the subsequent Testing Year for which the Plan the HCE(s) at the next highest ADR, including the ADR of the Administrator switched to Prior Year Testing, the Plan HCE(s) whose ADR the Plan Administrator already has reduced Administrator in applying Prior Year Testing must disregard the (but not below the next highest ADR), and continuing in this shifted amount. The Plan Administrator in applying Prior Year manner until the ADP for the HCE Group is equal to the ADP Testing in such subsequent Testing Year will restore the ADP Limit. All reductions under this Section 4.10(B)(8)(a) are to the and ACP to their original amounts, leaving the shifted amount in ADR only and do not result in any actual distributions. the original test without regard to the shift in the previous Testing Year. (b) Apportionment and distribution of Excess Contributions. After the Plan Administrator has determined the (5) Special aggregation rule for HCEs. To determine the total Excess Contribution amount, the Trustee, as directed by the ADR of any HCE, the Plan Administrator must take into Plan Administrator, then will distribute to each HCE his/her account any Elective Deferrals made by the HCE (and if used in respective share of the Excess Contributions. The Plan the ADP test, any QNECs and QMACs allocated to the HCE) Administrator will determine each HCE's share of Excess under any other 401(k) Plan maintained by the Employer. If the Contributions by starting with the HCE(s) who has the highest 401(k) Plans have different Plan Years, the Plan Administrator dollar amount of Elective Deferrals, reducing his/her Elective will determine the combined Elective Deferrals on the basis of Deferrals (but not below the next highest dollar amount of the Plan Years ending in the same calendar year. If the 401(k) Elective Deferrals), then, if necessary, reducing the Elective Plans have different Plan Years, all Elective Deferrals made Deferrals of the HCE(s) at the next highest dollar amount of during the Plan Year will be aggregated. Notwithstanding the Elective Deferrals including the Elective Deferrals of the foregoing, the Plan Administrator will not apply the aggregation HCE(s) whose Elective Deferrals the Plan Administrator already rule of this Section 4.10(B)(5) to plans which may not be has reduced (but not below the next highest dollar amount of aggregated under Treas. Reg. §1.401(k)-2(a)(3)(ii)(B). Elective Deferrals), and continuing in this manner until the Trustee has distributed all Excess Contributions. (6) Aggregation of certain 401(k) plans. If the Employer treats two or more plans as a single plan for coverage or (c) Roth and Pre-Tax Deferrals. If an HCE who nondiscrimination purposes, the Employer must combine the will receive a distribution of Excess Contributions, in the Plan 401(k) Plans to determine whether the plans satisfy the ADP Year for which the corrective distribution is made, has test. This aggregation rule applies to the ADR determination for contributed both Pre-Tax Deferrals and Roth Deferrals, the Plan all ADP Participants (and ADP participants under the other Administrator operationally will determine the Elective Deferral plans), irrespective of whether an ADP Participant is an HCE or Account source(s) from which it will direct the Trustee to make an NHCE. An Employer may not aggregate: (a) plans with the corrective distribution. The Plan Administrator also may different Plan Years; (b) a Safe Harbor 401(k) Plan with a permit the affected Participant to elect the source(s) from which non-Safe Harbor 401(k) Plan; (c) plans which use different the Trustee will make the corrective distribution. However, the testing methods (Current Year Testing versus Prior Year amount of a corrective distribution of Excess Contributions to Testing); or (d) any other plans which must be disaggregated any Participant from the Pre-Tax Deferral or Roth Deferral under Treas. Reg. §1.401(k)-1(b)(4)(iv). If the Employer sources under this Section 4.10(B)(8)(c) may not exceed the aggregating 401(k) Plans under this Section 4.10(B)(6) is using amount of the Participant's Pre-Tax Deferrals or Roth Deferrals Prior Year Testing, the Plan Administrator must adjust the for the Testing Year. NHCE Group ADP for the prior year as provided in Section 4.10(B)(4)(f)(v). (d) Catch-Up Deferrals re-characterized. If the Plan permits Catch-Up Contributions and a Catch-Up Eligible (7) Characterization of Excess Contributions. If, Participant exceeds his/her ADP Limit and the Plan pursuant to Section 4.10(B)(4)(d), the Plan Administrator has Administrator otherwise would distribute the Participant's elected to include QMACs in the ADP test, any Excess Excess Contributions, the Plan Administrator instead will Contributions are attributable proportionately to Elective re-characterize as a Catch-Up Deferral the portion of such Deferrals and to QMACs in the ADP test allocated on the basis Excess Contributions as is equal to the Participant's unused of those Elective Deferrals. The Plan Administrator will reduce Catch-Up Deferral Limit applicable to the Testing Year. Any the amount of Excess Contributions for a Plan Year distributable such re-characterized Excess Contribution, plus Allocable to an HCE by the amount of Excess Deferrals (as determined in Income, will remain in the Participant's Account and the Plan Section 4.10(A)), if any, previously distributed to that Employee Administrator, for purposes of determining ADP test correction, for the Employee's Taxable Year ending in that Plan Year. will treat the re-characterized amount, including Allocable Income, as having been distributed. If the Employer in its (8) Distribution of Excess Contributions. If the Plan Adoption Agreement has elected to match Catch-Up Deferrals, Administrator determines the Plan fails to satisfy the ADP test the Plan Administrator will retain in the affected Participant's for a Plan Year, the Trustee, as directed by the Plan Account any Matching Contributions made with respect to any Administrator, by the end of the Plan Year which follows the Excess Contributions which the Plan Administrator Testing Year (or any later date determined under Code §7508A), re-characterizes under this Section 4.10(B)(8)(d). must distribute the Excess Contributions, as adjusted for Allocable Income under Section 4.11(C)(2). © 2014 Great-West Trust Company, LLC or its suppliers 46

 
Defined Contribution Prototype Plan (9) Allocable Income/Testing Year and Gap Period. A (3) Definition of Excess Aggregate Contributions. corrective distribution under Section 4.10(B)(8) must include Excess Aggregate Contributions are the amount of Aggregate Allocable Income. See Section 4.11(C)(2). Contributions allocated on behalf of the HCEs which exceed the ACP Limit. (10) Treatment as Annual Additions. Distributed Excess Contributions are Annual Additions under Sections 4.01 through (4) ACP test. For each Plan Year, Aggregate 4.05 in the Limitation Year in which such amounts were Contributions satisfy the ACP test if they satisfy either of the allocated. following tests: (11) Re-characterization as Employee Contributions. In (a) 1.25 test. The ACP for the HCE Group does not addition to the other correction methods under this Section exceed 1.25 times the ACP of the NHCE Group; or 4.10(B), the Plan Administrator operationally may elect to correct an ADP test failure by re-characterizing the Elective (b) 2 percent test. The ACP for the HCE Group does Deferrals in excess of the ADP Limit as Employee not exceed the ACP for the NHCE Group by more than two Contributions in accordance with Treas. Reg. §1.401(k)-2(b)(3). percentage points and the ACP for the HCE Group is not more Elective Deferrals may not be re-characterized with respect to than twice the ACP for the NHCE Group. HCE Participants to the extent that the re-characterized amounts, in conjunction with Employee Contributions actually made by (5) Calculation of ACP. The ACP for either group is the the HCE, exceed the maximum amount of Employee average of the separate ACRs calculated to the nearest Contributions (determined prior to performing the ACP Test) one-hundredth of one percent for each ACP Participant who is a that the employee is permitted to make under the plan in the member of that group. The Plan Administrator will include in absence of re-characterization. Elective Deferrals may not be re- the ACP test as a zero an ACP Participant who for the Testing characterized under this paragraph after 2 1/2 months after the Year: (i) is eligible to make Employee Contributions but who close of the plan year to which the re-characterization relates. does not do so; or (ii) is eligible to make Elective Deferrals and The amount of Excess Aggregate Contributions for a plan year to receive an allocation of any Matching Contributions based on will be determined only after first determining the amount of Elective Deferrals but who does not make any Elective Elective Deferrals treated as Employee Contributions due to re- Deferrals. An Employee who fails to satisfy an allocation characterization. condition applicable to Matching Contributions is excluded from the ACP test unless the Employee is eligible to make Employee (C) Actual Contribution Percentage (ACP) Test. If: (i) the Contributions or the Plan Administrator re-characterizes any of Employer in its Adoption Agreement has elected to test its Plan the Employee's Elective Deferrals as Employee Contributions. as a traditional 401(m) Plan; (ii) the Employer under its 401(k) Plan has elected only ADP test safe harbor plan status and the (a) Definition of ACR (actual contribution ratio). Employer makes Matching Contributions; or (iii) under any Plan An ACP Participant's ACR for a Plan Year is the ratio of the there are Employee Contributions or Matching Contributions ACP Participant's Aggregate Contributions for the Plan Year to (not exempted from ACP testing), a Participant's Aggregate the ACP Participant's Compensation for the Plan Year. Contributions may not exceed the ACP Limit. However, this Section 4.10(C) will not apply to a Plan Year if: (1) for the Plan (b) Definitions of ACP Participant and HCE and Year no NHCE was an ACP Participant, (2) for the Plan Year no NHCE Groups. See Section 4.11(A), (G), and (H). HCE was an ACP Participant, or (3) the Plan is a Volume Submitter Plan and the plan is a governmental plan described in (c) QNECs and Elective Deferrals. The Plan Code §414(d). In accordance with Treas. Reg. §§1.401(k)- Administrator operationally may include in the ACP test QNECs 1(e)(7) and 1.401(m)-1(c)(2), it is impermissible for the Plan to and Elective Deferrals the Plan Administrator does not use in the use ACP testing for a Plan Year in which it is intended for the ADP test, provided that the Plan passes the ADP test before and Plan through its written terms to use the ACP test safe harbor, after the shifting of any amount from the ADP test to the ACP even though the Plan fails to satisfy the requirements of such test. The Plan Administrator may use QNECs in the ACP test safe harbor for the Plan Year. provided such amounts are not impermissibly targeted under Section 4.10(D). (1) Definition of ACP Limit. The ACP Limit is the maximum dollar amount of Aggregate Contributions each HCE (d) Shifting QMACs to ADP. The Plan Participant may receive or may make under the Plan such that Administrator will not count in the ACP test any QMACs the the Plan passes the ACP test. Plan Administrator operationally elects to shift to the ADP test; provided that the Plan must pass the ACP test both taking into (2) Definition of Aggregate Contributions. Aggregate account and disregarding the QMACs the Plan Administrator Contributions are Matching Contributions and Employee shifts to the ADP test. Contributions. Aggregate Contributions also include any QMACs, QNECs and Elective Deferrals the Plan Administrator (e) Current/Prior Year Testing. includes in the ACP test. If the Employer has elected ADP test safe harbor plan status and the Employer makes a Safe Harbor (i) Election. In determining whether the Plan's Matching Contribution for a Plan Year, then the Plan 401(k) arrangement satisfies the ACP test, the Plan Administrator in computing Aggregate Contributions may Administrator will use Current Year Testing or Prior Year disregard each Participant's Matching Contributions which do Testing as the Employer elects in its Adoption Agreement. Any not exceed 4% of the Participant's Compensation for the Plan such election applies for such Testing Years as the Employer Year. elects (and retroactively as the Employer elects in the case of a Restated Plan). © 2014 Great-West Trust Company, LLC or its suppliers 47

 
Defined Contribution Prototype Plan the original test without regard to the shift in the previous (ii) Permissible changes. The Employer may Testing Year. amend its Adoption Agreement to change from Prior Year Testing to Current Year Testing at any time, subject to Section (6) Special aggregation rule for HCEs. To determine the 4.06(D). The Employer, under Section 4.06(D) may amend its ACR of any HCE, the Plan Administrator must take into account Adoption Agreement to change from Current Year Testing to any Aggregate Contributions allocated to the HCE under any Prior Year Testing only: (A) if the Plan has used Current Year other 401(m) Plan maintained by the Employer. If the 401(m) Testing in at least the 5 immediately preceding Plan Years (or if Plans have different Plan Years, the Plan Administrator will the Plan has not been in existence for 5 Plan Years, the number determine the combined Aggregate Contributions on the basis of of Plan Years the Plan has been in existence); (B) the Plan is the the Plan Years ending in the same calendar year. If the 401(m) result of aggregation of 2 or more plans and each of the Plans have different Plan Years, all Aggregate Contributions aggregated plans used Current Year Testing for the period made during the Plan Year will be aggregated. Notwithstanding described in clause (A); or (C) a transaction occurs to which the the foregoing, the Plan Administrator will not apply the coverage transition rule under Code §410(b)(6)(C) applies and aggregation rule of this Section 4.10(C)(6) to plans which may as a result, the Employer maintains a plan using Prior Year not be aggregated under Treas. Reg. §1.401(m)-2(a)(3)(ii)(B). Testing and a plan using Current Year Testing. Under clause (C), the Employer may make an amendment to change to Prior (7) Aggregation of certain 401(m) plans. If the Year Testing at any time during the coverage transition period. Employer treats two or more plans as a single plan for coverage or nondiscrimination purposes, the Employer must combine the (iii) Employee Contribution, Matching and 401(m) Plans under such plans to determine whether the plans QNEC deadline/limitation under Prior Year Testing. The satisfy the ACP test. This aggregation rule applies to the ACR Plan Administrator includes Employee Contributions in the ACP determination for all ACP Participants (and ACP participants test in the Testing Year in which the Employer withholds the under the other plans), irrespective of whether an ACP Employee Contributions from the Participant's pay, provided Participant is an HCE or an NHCE. An Employer may not such contributions are contributed to the Trust within a aggregate: (a) plans with different Plan Years; (b) a Safe Harbor reasonable period thereafter. The Plan Administrator may 401(k) Plan with a non-Safe Harbor 401(k) Plan; (c) plans which include Matching Contributions and QNECs in determining the use different testing methods (Current Year Testing versus Prior HCE or NHCE ACP only if the Employer makes such Year Testing); or (d) any other plans which must be contribution to the Plan within 12 months following the end of disaggregated under Treas. Reg. §1.401(k)-1(b)(4)(iv). If the the Testing Year to which the Plan Administrator will allocate Employer aggregating 401(m) Plans under this Section the Matching Contribution or QNEC. To be included in the ACP 4.10(C)(7) is using Prior Year Testing, the Plan Administrator test, a Matching Contribution must be made on account of an must adjust the NHCE Group ACP for the prior year as provided Employee's Elective Deferrals or Employee Contributions for in Section 4.10(C)(5)(e)(v). the Testing Year. Under Prior Year Testing, to count the QNEC in the ACP test, the Employer must contribute a QNEC by the (8) Distribution of Excess Aggregate Contributions. If end of the Testing Year. The Employer may not make an the Plan Administrator determines the Plan fails to satisfy the Operational QNEC if the Plan uses Prior Year Testing. ACP test for a Plan Year, the Trustee, as directed by the Plan Administrator, by the end of the Plan Year which follows the (iv) First Plan Year under Prior Year Testing. Testing Year (or any later date determined under Code §7508A), For the first Plan Year the Plan permits Matching Contributions must distribute the Vested Excess Aggregate Contributions, as or Employee Contributions, if the Plan is not a Successor Plan adjusted for Allocable Income under Section 4.11(C)(2). and is using Prior Year Testing, the prior year ACP for the NHCE Group is equal to the greater of 3% or the actual ACP for (a) Calculation of total Excess Aggregate the NHCE Group in the first Plan Year. If the Plan continues to Contributions. The Plan Administrator will determine the total use Prior Year Testing in the second Plan Year, the Plan amount of the Excess Aggregate Contributions by starting with Administrator must use the actual first Plan Year ACP for the the HCE(s) who has the greatest ACR, reducing his/her ACR NHCE Group in the ACP test for the second Plan Year. (but not below the next highest ACR), then, if necessary, reducing the ACR of the HCE(s) at the next highest ACR, (v) Plan coverage changes under Prior Year including the ACR of the HCE(s) whose ACR the Plan Testing. If the Employer's Plan is using Prior Year Testing and Administrator already has reduced (but not below the next the Plan experiences a plan coverage change under Treas. Reg. highest ACR), and continuing in this manner until the ACP for §1.401(m)-2(c)(4), the Plan Administrator will make any the HCE Group is equal to the ACP Limit. All reductions under adjustments such regulations may require to the NHCEs' ACP this Section 4.10(C)(8)(a) are to the ACR only and do not result for the prior year. in any actual distributions. (vi) Shifting contributions and switching from (b) Apportionment and distribution of Excess Current Year Testing to Prior Year Testing. If the Plan Aggregate Contributions. After the Plan Administrator has Administrator is using Current Year Testing and shifts an determined the total Excess Aggregate Contribution amount, the Elective Deferral to the ACP test or shifts a QMAC to the ADP Trustee, as directed by the Plan Administrator, then will test, then, in the subsequent Testing Year for which the Plan distribute (to the extent Vested) to each HCE his/her respective Administrator switched to Prior Year Testing, the Plan share of the Excess Aggregate Contributions. The Plan Administrator in applying Prior Year Testing must disregard the Administrator will determine each HCE's share of Excess shifted amount. The Plan Administrator in applying Prior Year Aggregate Contributions by starting with the HCE(s) who has Testing in such subsequent Testing Year will restore the ADP the highest dollar amount of Aggregate Contributions, reducing and ACP to their original amounts, leaving the shifted amount in the amount of his/her Aggregate Contributions (but not below © 2014 Great-West Trust Company, LLC or its suppliers 48

 
Defined Contribution Prototype Plan the next highest dollar amount of the Aggregate Contributions), not contribute Operational QNECs or QMACs which would then, if necessary, reducing the amount of Aggregate violate the targeting restrictions. Contributions of the HCE(s) at the next highest dollar amount of Aggregate Contributions, including the Aggregate Contributions (1) QNEC targeting rules. The Plan Administrator may of the HCE(s) whose Aggregate Contributions the Plan include in the ADP test or in the ACP test only such amounts of Administrator already has reduced (but not below the next any QNEC as are not impermissibly targeted. A QNEC is highest dollar amount of Aggregate Contributions), and impermissibly targeted if the QNEC amount allocated to any continuing in this manner until the Trustee has distributed all NHCE exceeds the greater of: (a) 5% of Compensation; or (b) 2 Excess Aggregate Contributions. times the Plan's Representative Contribution Rate. (9) Allocable Income/Testing Year and Gap Period. (a) Definition of Representative Contribution The Plan Administrator will calculate and will distribute Excess Rate. Aggregate Contribution Allocable Income in the same manner and for the same Plan Years as described in Section 4.10(B)(9) (i) ADP. The Plan's ADP Representative for Excess Contributions. Contribution Rate is the lowest ADP Applicable Contribution Rate of any ADP Participants who are NHCEs in a group (10) Testing and correction ordering. If the Plan consisting of: (A) any one-half of the ADP Participants who are Administrator must perform both the ADP and ACP tests in a NHCEs for the Plan Year; or (B) if it would result in a greater given Plan Year, the Plan Administrator may perform the tests Representative Contribution Rate than under clause (A), all of and undertake correction of a failed test in any order that the the ADP Participants who are NHCEs and who are employed by Plan Administrator determines, with a view toward preserving the Employer on the last day of the Plan Year. Plan benefits, maximizing Employer Contributions in the Plan versus Employee Contributions or Elective Deferrals, and (ii) ACP. The Plan's ACP Representative minimizing forfeitures. Toward this end, the Plan Administrator Contribution Rate is the lowest ACP Applicable Contribution may treat an HCE's allocable share of Excess Aggregate Rate of any ACP Participants who are NHCEs in a group Contributions in the following priority: (a) first as attributable to consisting of: (A) any one-half of the ACP Participants who are his/her Employee Contributions and Matching Contributions NHCEs for the Plan Year; or (B) if it would result in a greater thereon, if any; (b) then as attributable to Matching Representative Contribution Rate than under clause (A), all of Contributions allocable as to Excess Contributions determined the ACP Participants who are NHCEs and who are employed by under the ADP test such that the Plan Administrator distributes the Employer on the last day of the Plan Year. any Vested Excess Aggregate Contribution to reduce the amount of Associated Matching Contribution subject to forfeiture (b) Definition of Applicable Contribution Rate. (irrespective of vesting). See Section 3.07(B)(1) as to testing or re-testing related to forfeiture allocations. To the extent that (i) ADP. The Applicable Contribution Rate of distributed Excess Aggregate Contributions include Elective an ADP Participant who is an NHCE for the ADP test is the sum Deferrals, and the Participant in that Testing Year made both of the NHCE's QNECs and QMACs used in the ADP test, Pre-Tax Deferrals and Roth Deferrals, the ordering rules under divided by the NHCE's Compensation. Sections 4.10(A)(9) and 4.10(B)(8)(c) apply. (ii) ACP. The Applicable Contribution Rate of (11) Vesting/Forfeiture of non-Vested Excess an ACP Participant who is an NHCE for the ACP test is the sum Aggregates. To the extent an HCE's Excess Aggregate of the NHCE's Matching Contributions and QNECs used in the Contributions are attributable to Matching Contributions, and ACP test, divided by the NHCE's Compensation. he/she is not 100% Vested in his/her Matching Contribution Account, the Plan Administrator will distribute only the Vested (c) QNEC in ACP test. The Plan Administrator may portion and will forfeit the non-Vested portion. The Vested not use in the ADP test or take into account in determining the portion of the HCE's Excess Aggregate Contributions Plan's Representative Contribution Rate, any QNEC the Plan attributable to Employer Matching Contributions is the total Administrator applies to the ACP test. amount of such Excess Aggregate Contributions (as adjusted for allocable income) multiplied by his/her Vested percentage (d) Prevailing Wage Contribution. (determined as of the last day of the Plan Year for which the Notwithstanding Section 4.10(D)(1), the Plan Administrator Employer made the Matching Contribution). may count in the ADP test QNECs which are Prevailing Wage Contributions to the extent that such QNECs do not exceed 10% (12) Treatment as Annual Addition. Distributed Excess of Compensation. The Plan Administrator also may count in the Aggregate Contributions are Annual Additions under Sections ACP test a QNEC which is a Prevailing Wage Contribution up 4.01 through 4.05 in the Limitation Year in which such amounts to an additional 10% of Compensation, such that the combined were allocated. QNEC amount does not exceed 20% of Compensation and not more than 10% in either test. (D) QNEC, Matching and QMAC Targeting Restrictions. The Plan Administrator in performing the ADP or ACP tests (2) Matching Contribution targeting rules. The Plan may not include in the tests any impermissibly targeted QNEC Administrator may include in the ACP test only such Matching or Matching Contribution as described in this Section 4.10(D). Contribution amounts (including QMACs) as are not These targeting restrictions apply to Matching Contributions, to impermissibly targeted. A Matching Contribution is Plan-Designated and Operational QNECs and to impermissibly targeted if the Matching Contribution amount Plan-Designated and Operational QMACs. The Employer will allocated to any NHCE exceeds the greatest of: (i) 5% of Compensation; (ii) the amount of the NHCE's Elective © 2014 Great-West Trust Company, LLC or its suppliers 49

 
Defined Contribution Prototype Plan Deferrals; or (iii) the product of 2 times the Plan's (1) Excess Deferrals. For purposes of making a Representative Matching Rate and the NHCE's Elective distribution of Excess Deferrals pursuant to Section 4.10(A), Deferrals for the Plan Year. Allocable Income means Earnings allocable to the Excess Deferrals for the Taxable Year in which the Participant made the (a) Definition of Representative Matching Rate. Excess Deferral. The Plan Administrator also will distribute Gap The Plan's Representative Matching Rate is the lowest Matching Period income with respect to Excess Deferrals in Taxable Rate for any ACP Participants who are NHCEs in a group Years which began during 2007, if the Plan Administrator in consisting of: (i) any one-half of the ACP Participant NHCEs accordance with the Plan terms otherwise would allocate the who make Elective Deferrals for the Plan Year; or if it would Gap Period Allocable Income to the Participant's Account. The result in a greater Representative Matching Rate, (ii) all of the Plan Administrator will not calculate and distribute Gap Period ACP Participant NHCEs who make Elective Deferrals for the income with respect to Excess Deferrals made in Taxable Years Plan Year and who are employed by the Employer on the last which begin after December 31, 2007. day of the Plan Year. (a) Reasonable or alternative (pro rata) method. (b) Definition of Matching Rate. The Matching To calculate such Allocable Income for the Taxable Year, the Rate for an NHCE is the NHCE's Matching Contributions Plan Administrator will use: (i) a uniform and nondiscriminatory divided by his/her Elective Deferrals; provided that if the method which reasonably reflects the manner used by the Plan Matching Rate is not the same for all levels of Elective Administrator to allocate Earnings to Participants' Accounts; or Deferrals, the Plan Administrator will determine each NHCE's (ii) the "alternative method" under Treas. Reg. Matching Rate by assuming an Elective Deferral equal to 6% of §1.402(g)-1(e)(5)(iii). See Section 4.11(C)(2)(a) as to the Compensation. alternative method except the Plan Administrator will apply such modifications as are necessary to determine Taxable Year (c) Employee Contributions. If the Plan permits Allocable Income with respect to the Excess Deferrals. Employee Contributions, the Plan Administrator will apply this Section 4.10(D)(2) by adding together an NHCE's Employee (b) Gap Period. To calculate Gap Period Allocable Contributions and Elective Deferrals. If the Plan provides a Income, the Plan Administrator may use either of the Section Matching Contribution only as to Employee Contributions, the 4.11(C)(1)(a) methods, or may apply the "safe harbor method" Plan Administrator will apply this Section 4.10(D)(2) by under Treas. Reg. §1.402(g)-1(e)(5)(iv). See Section substituting the Employee Contributions for Elective Deferrals. 4.11(C)(2)(b) as to the safe harbor method except the Plan Administrator will apply such modifications as are necessary to (3) Accrued fixed contributions. The Employer must determine Gap Period Allocable Income with respect to the contribute any accrued fixed contribution, even if any or all of Excess Deferrals. Under a reasonable method described in such contribution is impermissibly targeted under this Section Section 4.11(C)(1)(a), clause (i), the Plan Administrator may 4.10(D). determine the Allocable Income as of a date which is no more than 7 days prior to the date of the corrective distribution. 4.11 DEFINITIONS: SECTIONS 4.06-4.10. For purposes of Sections 4.06 through 4.10: (2) Excess Contributions/Aggregates. For purposes of making a distribution of Excess Contributions under Section (A) ACP Participant. ACP Participant means an Eligible 4.10(B) and Excess Aggregate Contributions under Section Employee who has satisfied the eligibility requirements under 4.10(C), Allocable Income means Earnings allocable to such Article II and the allocation conditions under Section 3.06 amounts. For Plan Years beginning on or after the final 401(k) applicable to any Matching Contributions such that the regulations effective date, and before January 1, 2008, the Plan Participant would be entitled to a Matching Contribution Administrator must calculate Allocable Income for the Testing allocable to the Testing Year if he/she makes an Elective Year and also for the Gap Period; provided that the Plan Deferral. An ACP Participant also includes an Eligible Administrator will calculate and distribute the Gap Period Employee who has satisfied the eligibility requirements under Allocable Income only if the Plan Administrator in accordance Article II applicable to Employee Contributions and who has the with the Plan terms otherwise would allocate the Gap Period right at any time during the Testing Year to make Employee Allocable Income to the Participant's Account. The Plan Contributions. Any Employee with zero Compensation for the Administrator will not calculate and distribute Gap Period Testing Year is not an ACP Participant. income with respect to Excess Contributions or Excess Aggregate Contributions made in Plan Years beginning after (B) ADP Participant. ADP Participant means an Eligible December 31, 2007. Employee who has satisfied the eligibility requirements under Article II applicable to any Elective Deferrals and who has the (a) Reasonable or alternative (pro rata) method. right at any time during the Testing Year to make Elective To calculate such Allocable Income for the Testing Year, the Deferrals. Any Employee with zero Compensation for the Plan Administrator will use: (i) a uniform and nondiscriminatory Testing Year is not an ADP Participant. A Participant is an ADP method which reasonably reflects the manner used by the Plan Participant even if he/she may not make Elective Deferrals for Administrator to allocate Earnings to Participants' Accounts; or all or any part of the Testing Year because of the Annual (ii) the "alternative method" under Treas. Reg. Additions Limit or suspension based on a hardship distribution §§1.401(k)-2(b)(2)(iv)(C) and 1.401(m)-2(b)(2)(iv)(C). Under under Section 6.07. the alternative method, the Plan Administrator will determine the Allocable Income for the Testing Year by multiplying the (C) Allocable Income. Allocable Income means as follows: Testing Year income with respect to Participant's Excess Contributions (or Excess Aggregate Contributions) by a fraction, the numerator of which is the Participant's Excess Contributions © 2014 Great-West Trust Company, LLC or its suppliers 50

 
Defined Contribution Prototype Plan (or Excess Aggregate Contributions) and the denominator of (F) Gap Period. Gap Period means the period commencing on which is the Participant's end of the Testing Year Account the first day of the next Plan Year following the Testing Year Balance attributable to Elective Deferrals (or Matching and ending on the date the Plan Administrator distributes Excess Contributions and Employee Contributions) and any other Contributions or Excess Aggregate Contributions for the Testing amounts included in the ADP test (or ACP test), but Year. As to Excess Deferrals, Gap Period means the period disregarding Earnings on such amounts for the Testing Year. commencing on the first day of the next Taxable Year following the Taxable Year in which the Participant made the Excess (b) Gap Period. To calculate Gap Period Allocable Deferrals and ending on the date the Plan Administrator Income, the Plan Administrator may use either of the Section distributes the Excess Deferrals. 4.11(C)(2)(a) "reasonable method" or "alternative method" (but as modified to include the Gap Period), or may apply the "safe (G) HCE Group. HCE Group means the group of ADP harbor method" under Treas. Reg. §§1.401(k)-2(b)(2)(iv)(D) and Participants or ACP Participants (as the context requires) who 1.401(m)-2(b)(2)(iv)(D). Under the safe harbor method, the Gap are HCEs for the Testing Year. Period Allocable Income is equal to 10% of the Testing Year income determined under the alternative method, multiplied by (H) NHCE Group. NHCE Group means the group of ADP the number of calendar months in the Gap Period. If a corrective Participants or ACP Participants (as the context requires) who distribution is made on or before the 15th day of a month, that are NHCEs for the Testing Year, or for the immediately prior month is disregarded in determining the number of months in Plan Year under Prior Year Testing, except as the Testing Year the Gap Period. If the corrective distribution is made after the may apply in the first Plan Year, in accordance with Sections 15th day of the month, that month is included in such 4.10(B)(4)(f)(iv) or 4.10(C)(5)(e)(iv). calculation. Under a reasonable method described in Section 4.11(C)(2)(a), clause (i), the Plan Administrator may determine (I) Prior Year Testing. Prior Year Testing means for the Allocable Income as of a date which is no more than 7 days purposes of the ADP test described in Section 4.10(B) and the prior to the date of the corrective distribution. ACP test described in Section 4.10(C), the use of data from the Plan Year immediately prior to the Testing Year in determining (D) Compensation. Compensation means, except as otherwise the ADP or ACP for the NHCE Group, unless the first Plan Year provided in this Article IV, Compensation as defined for provisions of Sections 4.10(B)(4)(f)(iv) or 4.10(C)(5)(e)(iv) nondiscrimination purposes in Section 1.11(F). apply. (E) Current Year Testing. Current Year Testing means for (J) Testing Year. Testing Year means the Plan Year for which purposes of the ADP test described in Section 4.10(B) and the the Plan Administrator is performing coverage or ACP test described in Section 4.10(C), the use of data from the nondiscrimination testing including the ADP test or the ACP Testing Year in determining the ADP or ACP for the NHCE test. Group. © 2014 Great-West Trust Company, LLC or its suppliers 51

 
Defined Contribution Prototype Plan ARTICLE V VESTING 5.01 NORMAL/EARLY RETIREMENT AGE. The December 31, 2006; and (iii) regardless of when the Employer in its Adoption Agreement must specify the Plan's Contributions under (i) or (ii) were made. Normal Retirement Age of at least age 55. If the Employer fails to specify the Plan's Normal Retirement Age in its Adoption (2) Possible non-top-heavy schedule and overrides as Agreement, the Employer is deemed to have elected age 65 as to application of top-heavy schedule. Notwithstanding Section the Plan's Normal Retirement Age. The Employer in its 5.03(A)(1), the Employer in Appendix B may elect to apply a Adoption Agreement may specify an Early Retirement Age. A non-top-heavy vesting schedule in Plan Years in which the Plan Participant's Account Balance derived from Employer is not top-heavy. The Employer also may elect to override the contributions is 100% Vested upon and after his/her attaining application of top-heavy vesting schedules under Section Normal Retirement Age (or if applicable, Early Retirement Age) 5.03(A)(1). Specifically, the Employer: (i) may elect to apply if the Participant is employed by the Employer on or after that the top-heavy vesting schedule only to Regular Matching date and regardless of the Participant's Years of Service for Contributions and Additional Matching Contributions made in vesting or the Employer's Adoption Agreement elected vesting Plan Years beginning after December 31, 2001, and to the schedules. associated Earnings; and (ii) may elect to apply top-heavy vesting to the affected Matching Contributions for all (A) Pension Plans. If the Plan is a Money Purchase Pension Participants even if they do not have one Hour of Service in a Plan, effective as of the first Plan Year beginning after June 30, Plan Year beginning after December 31, 2001; (iii) may elect to 2008, the Employer in its Adoption Agreement must elect a apply the top-heavy vesting schedule only to non-Matching Normal Retirement Age of at least age 62; provided that the Contributions made in Plan Years beginning after December 31, Employer may designate a lower age, not less than age 55, if 2006, and to the associated Earnings; and/or (iv) may elect to that age is reasonably representative of the typical retirement apply top-heavy vesting to the affected non-Matching age for the industry in which the covered workforce is Contributions for all Participants even if they do not have one employed. Hour of Service in a Plan Year beginning after December 31, 2006. 5.02 PARTICIPANT DEATH OR DISABILITY. The Employer must elect in its Adoption Agreement whether a (a) Election of schedule once Plan is top-heavy. If Participant's Account Balance derived from Employer the Employer elects in Appendix B to apply a non-top-heavy Contributions is 100% Vested if the Participant's Separation vesting schedule as permitted, in the event that the Plan becomes from Service is a result of his/her death or Disability. top-heavy and then later becomes non-top-heavy, the Employer must further elect whether the Plan will continue to apply the 5.03 VESTING SCHEDULE. top-heavy schedule or to return to the elected non-top-heavy schedule commencing in the non-top-heavy Plan Year. (A) General. Except as provided in Sections 5.01 and 5.02, or unless the Employer in its Adoption Agreement elects (3) Election of different schedules. The Employer in its immediate vesting, for each Year of Service as described in Adoption Agreement must elect whether the Plan will apply the Section 5.05, a Participant's Vested percentage of his/her same vesting schedule or a different vesting schedule to Account Balance derived from Nonelective Contributions, Employer Contributions (other than Matching Contributions), Regular Matching Contributions, Additional Matching Regular Matching Contributions and Additional Matching Contributions, QACA Safe Harbor Contributions, or Money Contributions. Purchase Pension Contributions equals the percentage under the appropriate vesting schedule the Employer has elected in its (4) Top-heavy default schedule. If the Employer elects a Adoption Agreement. For purposes of this Section 5.03 and the non-compliant top-heavy schedule, the Plan Administrator will corresponding Appendix B elections, "top-heavy vesting apply a top-heavy schedule under the Plan which most closely schedule" means a vesting schedule at least as rapid as a 6-year approximates the Employer's elected schedule (graded or cliff). graded schedule or a 3-year cliff schedule. Any vesting schedule which is not a top-heavy vesting schedule is a "non-top-heavy (5) QACA vesting schedule. The Employer in its schedule." Adoption Agreement as to QACA Safe Harbor Contributions will elect either: (a) 100% immediate vesting; or (b) any other (1) Top-heavy schedule. If the Employer in it Adoption vesting schedule under which a Participant will become 100% Agreement elects to apply a vesting schedule, it must elect a Vested after not more than 2 Years of Service. top-heavy vesting schedule as to the Regular Matching Contributions, Additional Matching Contributions and all other (B) Vesting Schedules. For purposes of the Employer's (non-Matching) Employer Contributions, except QACA Safe elections under its Adoption Agreement, "2 year cliff," "6-year Harbor Contributions under Section 5.03(A)(5) or fully vested graded," "3-year cliff," "7-year graded" or "5-year cliff" means contributions under Section 5.03(E). The top-heavy vesting an Employee's Vested percentage, based on each included Year schedule(s) the Employer elects in its Adoption Agreement of Service (as the Employer elects in its Adoption Agreement), applies to: (i) all Regular Matching Contributions Accounts and under the following applicable schedule: Additional Matching Contributions Accounts of all Participants who have at least one Hour of Service in a Plan Year beginning after December 31, 2001; (ii) all other (non-Matching) Employer Contribution Accounts of all Participants who have at least one Hour of Service in a Plan Year beginning after © 2014 Great-West Trust Company, LLC or its suppliers 52

 
Defined Contribution Prototype Plan Contributions), SIMPLE Contributions, Rollover Contributions, 6-year graded 7-year graded DECs and Designated IRA Contributions. A Participant has a 100% Vested interest at all times in his/her Account attributable 0-1 year / 0% 0-2 years / 0% to Prevailing Wage Contributions. 2 years / 20% 3 years / 20% 3 years / 40% 4 years / 40% (F) Mergers/Transfers. A merger or other Transfer of assets 4 years / 60% 5 years / 60% from another Defined Contribution Plan to this Plan does not 5 years / 80% 6 years / 80% result, solely by reason of the merger or Transfer, in 100% 6 years / 100% 7 years / 100% vesting of the merged or transferred assets. The Plan Administrator operationally and on a uniform and 2-year cliff nondiscriminatory basis will determine in the case of a merger or other Transfer to the Plan whether: (1) to vest immediately all 0-1 year/0% transferred assets; (2) to vest the transferred assets in accordance 2 years/100% with the Plan's vesting schedule applicable to the Contribution Type being transferred but subject to the requirements of 3-year cliff 5-year cliff Section 5.08; or (3) to vest the transferred assets in accordance with the transferor plan's vesting schedule(s) applicable to the 0-2 years / 0% 0-4 years / 0% Contribution Types being transferred, as such schedules existed 3 years / 100% 5 years / 100% on the date of the Transfer. The Employer may elect to record such information in its Adoption Agreement as a special vesting (C) "Grossed-Up" Vesting Formula. If the Trustee makes a election. distribution (other than a Cash-Out Distribution described in Section 5.04) to a Participant from an Account which is not fully 5.04 CASH-OUT DISTRIBUTION/POSSIBLE Vested, and the Participant has not incurred a Forfeiture Break RESTORATION. in Service, the provisions of this Section 5.03(C) apply to the Participant's Account Balance. (A) Effect of Cash-Out Distribution. If a Partially-Vested Participant receives a Cash-Out Distribution before he/she (1) Separate Account/formula. The Plan Administrator incurs a Forfeiture Break in Service the Participant will incur an will establish a separate account for the Participant's Account immediate forfeiture of the non-Vested portion of his/her Balance at the time of the distribution. At any relevant time Account Balance. following the distribution, the Plan Administrator will determine the Participant's Vested Account Balance in such separate (1) Definition of Partially-Vested Participant. A account derived from Employer Contributions in accordance Partially-Vested Participant is a Participant whose Vested with the following formula: P(AB + D) - D. To apply this percentage determined under Section 5.03 in any Account is less formula, "P" is the Participant's current vesting percentage at the than 100%, who is not a 0% Vested Participant as defined relevant time, "AB" is the Participant's Employer-derived below. Account Balance at the relevant time and "D" is the amount of the earlier distribution. If, under a Restated Plan, the Plan has (2) Definition of Cash-Out Distribution. A Cash-Out made distribution to a partially-Vested Participant prior to its Distribution is a distribution to the Participant or a Direct restated Effective Date and is unable to apply the cash-out Rollover for the Participant (whether a Mandatory Distribution provisions of Section 5.04 to that prior distribution, this special or a Distribution Requiring Consent as described in Article VI), vesting formula also applies to that Participant's remaining of his/her entire Vested Account Balance (including Elective Account Balance. Deferrals and Employee Contributions if any) due to the Participant's Separation from Service or Severance from (2) Alternative formula. The Employer, in Appendix B, Employment. may elect to modify this formula to read as follows: P(AB + (R x D)) - (R x D). For purposes of this alternative formula, "R" is (3) Allocation in Cash-Out Year. If a Partially-Vested the ratio of "AB" to the Participant's Employer-derived Account Participant's Account is entitled to an allocation of Employer Balance immediately following the earlier distribution. Contributions or Participant forfeitures for the Plan Year in which he/she otherwise would incur a forfeiture by reason of a (3) Application to Contribution Type. If a Participant Cash-Out Distribution, the Plan Administrator will make the will receive a distribution from a particular Contribution Type, additional allocation of Employer Contributions and forfeitures the Plan Administrator in applying this Section 5.03(C) will without regard to whether the Participant previously received a determine the Participant's Vested Account Balance for the Cash-Out Distribution; provided, that the Plan Administrator, in Participant's Contribution Type separately. accordance with Section 3.07(D), will not allocate to such Participant any of his/her own forfeiture resulting from the (D) Special Vesting Elections. The Employer in its Adoption Cash-Out Distribution. Agreement may elect other specified vesting provisions which are consistent with Code §411. (B) Forfeiture Restoration and Conditions for Restoration. A partially-Vested Participant re-employed by the Employer (E) Fully Vested Amounts. A Participant has a 100% Vested after receiving a Cash-Out Distribution of the Vested percentage interest at all times in his/her Accounts attributable to Elective of his/her Account Balance may repay to the Trust the entire Deferrals, Employee Contributions, QNECs, QMACs, Safe amount of the Cash-Out Distribution (including Elective Harbor Contributions (except as the Employer otherwise elects Deferrals and Employee Contributions if any) without any in its Adoption Agreement as to QACA Safe Harbor © 2014 Great-West Trust Company, LLC or its suppliers 53

 
Defined Contribution Prototype Plan adjustment for Earnings, unless the Participant no longer has a (6) Multiple restorations. If, for a particular Plan Year, right to restoration under this Section 5.04(B). the Plan Administrator must restore the Account Balance of more than one re-employed Participant, the Plan Administrator (1) Restoration. If a re-employed Participant repays will make the restoration allocations from the amounts described his/her Cash-Out Distribution, the Plan Administrator, subject to in Section 5.04(B)(5), clauses (a), (b) and (c) to each such the conditions of this Section 5.04(B), must restore the Participant's Account in the same proportion that a Participant's Participant's Account Balance to the same dollar amount as the restored amount for the Plan Year bears to the restored amount dollar amount of his/her Account Balance on the Accounting for the Plan Year of all re-employed Participants. Date, or other Valuation Date, immediately preceding the date of the Cash-Out Distribution, unadjusted for any Earnings (7) Employer must make-up shortfall. To the extent the occurring subsequent to that Accounting Date (and prior to the amounts described in Section 5.04(B)(5) are insufficient to Participant's repayment or the Employer's restoration) or other enable the Plan Administrator to make the required restoration, Valuation Date. the Employer must contribute, without regard to any requirement or condition of Article III, the additional amount (2) Source of repayment. A re-employed Participant may necessary to enable the Plan Administrator to make the required make repayment from any source, including an IRA Rollover restoration. Contribution. (8) Not an Annual Addition. A cash-out restoration (3) No restoration. The Plan Administrator will not allocation is not an Annual Addition under Article IV. restore a re-employed Participant's Account Balance under this Section 5.04 (B) if: (C) Deemed Cash-Out of 0% Vested Participant. Except as the Employer may elect in Appendix B, the "deemed cash-out (a) 5 Years. 5 years have elapsed since the rule" of this Section 5.04(C) applies to any 0% Vested Participant's first re-employment date with the Employer Participant. Under a deemed cash-out, a Participant does not following the Cash-Out Distribution; receive an actual Plan distribution but the Plan Administrator treats the Participant as having received an actual Cash-Out (b) Not employed. The Employer does not employ Distribution. the Participant on the date the Participant repays his/her Cash-Out Distribution; or (1) Definition of 0% Vested Participant. A Participant is not 0% Vested if, at the time that the Plan Administrator (c) Forfeiture Break. The Participant has incurred a applies the deemed cash-out rule: (i) the Participant has any Forfeiture Break in Service. This condition also applies if the existing Account Balance attributable to Elective Deferrals, Participant makes repayment within the Plan Year in which Employee Contributions, Safe Harbor Contributions, Prevailing he/she incurs the Forfeiture Break in Service and that Forfeiture Wage Contributions, Rollover Contributions, QNECs, QMACs Break in Service would result in a complete forfeiture of the or DECs; or (ii) the Participant has any vesting in accordance amount the Plan Administrator otherwise would restore. with the vesting schedule applicable to any other Contribution Type with a positive (non-zero) balance in that Account. A (4) Restoration timing. If none of the conditions in Participant is 0% Vested if the Participant is eligible to make or Section 5.04(B)(3) preventing restoration of the Participant's to receive any of the contributions described in clause (i) above, Account Balance apply, the Plan Administrator will restore the but has not made or received such contributions and if the Participant's Account Balance as of the Plan Year Accounting Participant has no vesting or no Account Balance as to Date coincident with or immediately following the repayment. Contribution Types described in clause (ii) above. (5) Source of restoration. To restore the Participant's (2) If not entitled to allocation. If a 0% Vested Account Balance, the Plan Administrator, to the extent Participant's Account is not entitled to an allocation of Employer necessary, will allocate to the Participant's Account: Contributions for the Plan Year in which the Participant has a Severance from Employment, the Plan Administrator will apply (a) Forfeitures. First, from the amount, if any, of the deemed cash-out rule as if the 0% Vested Participant Participant forfeitures the Plan Administrator otherwise would received a Cash-Out Distribution on the date of the Participant's allocate in that Plan Year under Section 3.07; Severance from Employment. (b) Earnings. Second, from the amount, if any, of (3) If entitled to allocation. If a 0% Vested Participant's the Earnings for the Plan Year, except to the extent Earnings are Account is entitled to an allocation of Employer contributions or allocable to specific Participant-Directed Accounts under Participant forfeitures for the Plan Year in which the Participant Section 7.04(A)(2)(b); and has a Severance from Employment, the Plan Administrator will apply the deemed cash-out rule as if the 0% Vested Participant (c) Employer Contribution. Third, from the amount received a Cash-Out Distribution on the first day of the first Plan of a discretionary Employer Contribution for the Plan Year. Year beginning after his/her Severance from Employment. The Employer in Appendix B may eliminate as a (4) Timing of "deemed repayment." For purposes of source of restoration any of the amounts described in clauses (a), applying the restoration provisions of this Section 5.04, the Plan (b), and (c) or may change the order of priority of these Administrator will treat a re-employed 0% Vested Participant as amounts. repaying his/her cash-out "distribution" on the date of the Participant's re-employment with the Employer. © 2014 Great-West Trust Company, LLC or its suppliers 54

 
Defined Contribution Prototype Plan (5) Pension plans. If the Plan is a Money Purchase Pension Plan, all references in this Section 5.04(C) to (1) Forfeiture Break in Service; Cash-Out. For the sole "Severance from Employment" mean "Separation from Service." purpose of determining a Participant's Vested percentage of his/her Account Balance derived from Employer Contributions (D) Accounting for Cash-Out Repayment. which accrued for his/her benefit prior to a Forfeiture Break in Service or receipt of a Cash-Out Distribution, the Plan (1) Pending restoration. As soon as is administratively disregards any Year of Service after the Participant first incurs a practicable, the Plan Administrator will credit to the Participant's Forfeiture Break in Service or receives a Cash-Out Distribution Account the Cash-Out Distribution amount a Participant has (except where the Plan Administrator restores the Participant's repaid to the Plan. Pending the restoration of the Participant's Account under Section 5.04(B)). Account Balance, the Plan Administrator under Section 7.04(A)(2)(c) may direct the Trustee to place the Participant's (2) Rule of parity and one-year hold-out rule. If the Cash-Out Distribution repayment in a Segregated Account. rule of parity under Section 5.06(C) or the one-year hold-out rule under Section 5.06(D) applies, the Plan disregards pre-break (2) Accounting by contribution source. The Plan Service as described therein. Administrator will account for a Participant's restored balance by treating the Account as consisting of the same Contribution (3) Other exclusions. Consistent with Code §411(a)(4), Types and amounts as existed on the date of the Cash-Out any Year of Service the Employer elects to exclude under its Distribution. The Employer in Appendix B may elect an Adoption Agreement, including Service during any period for alternative accounting for a restored Account, either under the which the Employer did not maintain the Plan or a Predecessor "nonelective rule" or under the "rollover rule." Under the Plan. See Section 1.46(B). nonelective rule, the Plan Administrator will treat the portion of the Participant's restored balance attributable to the Participant's (D) Elapsed Time. If the Employer in its Adoption Agreement cash-out repayment as a Nonelective Contribution (or other elects to apply the Elapsed Time Method in applying the Plan's Employer Contributions as applicable) for purposes of any vesting schedule, the Plan Administrator will credit Service in subsequent distribution. Under the rollover rule, the Plan accordance with Section 1.32(A)(3). Administrator will treat the portion of the Participant's restored balance attributable to the Participant's cash-out repayment as a 5.06 BREAK IN SERVICE AND FORFEITURE BREAK Rollover Contribution for purposes of any subsequent IN SERVICE - VESTING. distribution; provided however that if the cash-out repayment does not qualify as a Rollover Contribution or if the Plan does (A) Definition of Break in Service. For purposes of this not permit Rollover Contributions, the Plan Administrator will Article V, a Participant incurs a Break in Service if during any apply the nonelective rule. Under either the nonelective rule or Vesting Computation Period he/she does not complete more the rollover rule the portion of the Participant's restored balance than 500 Hours of Service. If the Plan applies the Elapsed Time attributable to the Plan Administrator's restoration under Section Method of crediting Service, a Participant incurs a Break in 5.04(B)(1), consists of the same Contribution Types and Service if the Participant has a Period of Severance of at least 12 amounts as existed as of the date of the Cash-out Distribution. consecutive months. If, pursuant to Section 5.05(A), the Plan does not require more than 500 Hours of Service to receive (3) Return if failed repayment. Unless the cash-out credit for a Year of Service, a Participant incurs a Break in repayment qualifies as a Participant Rollover Contribution, the Service in a Vesting Computation Period in which he/she fails to Plan Administrator will direct the Trustee to repay to the complete a Year of Service. Participant as soon as is administratively practicable, the full amount of the Participant's Cash-Out Distribution repayment if (B) Definition of Forfeiture Break in Service. A Participant the Plan Administrator determines any of the conditions of incurs a Forfeiture Break in Service when he/she incurs 5 Section 5.04(B)(3) prevents restoration as of the applicable consecutive Breaks in Service. Accounting Date, notwithstanding the Participant's repayment. (C) Rule of Parity-Vesting. The Employer in its Adoption 5.05 YEAR OF SERVICE - VESTING. Agreement may elect to apply the "rule of parity" under Code §411(a)(6)(D) for purposes of determining vesting Years of (A) Definition of Year of Service. A Year of Service, for Service. Under the rule of parity, the Plan Administrator purposes of determining a Participant's vesting under Section excludes a Participant's Years of Service before a Break in 5.03, means the Vesting Computation Period during which an Service if: (1) the number of the Participant's consecutive Employee completes the number of Hours of Service (not Breaks in Service equals or exceeds 5; and (2) the Participant is exceeding 1,000) the Employer specifies in its Adoption 0% Vested in his/her Account Balance (as described under Agreement, without regard to whether the Employer continues Section 5.04(C)(1)) at the time he/she has the Breaks in Service. to employ the Employee during the entire Vesting Computation Period. (D) One-Year Hold-out Rule-Vesting. The "one-year hold-out rule" under Code §411(a)(6)(B) will not apply to this Article V (B) Definition of Vesting Computation Period. A Vesting unless the Employer elects otherwise in Appendix B. If the Computation Period is a 12-consecutive month period the one-year hold-out rule applies, an Employee who has a one-year Employer elects in its Adoption Agreement. Break in Service will not be credited for vesting purposes with any Years of Service earned before such one-year Break in (C) Counting Years of Service. For purposes of a Participant's Service, until the Employee has completed a Year of Service vesting in the Plan, the Plan counts all of an Employee's Years after the one-year Break in Service. of Service except: © 2014 Great-West Trust Company, LLC or its suppliers 55

 
Defined Contribution Prototype Plan 5.07 FORFEITURE OCCURS. under the pre-amendment vesting schedule with respect to the Participant's pre-amendment Account Balance. (A) Timing. A Participant's forfeiture of his/her non-Vested Account Balance derived from Employer Contributions occurs (B) Hour of Service Required. Except as the Plan otherwise under the Plan on the earlier of: expressly provides, an amended vesting schedule will apply to a Participant only if the Participant receives credit for at least one (1) Forfeiture Break. The last day of the Vesting Hour of Service after the new vesting schedule becomes Computation Period in which the Participant first incurs a effective. Forfeiture Break in Service; or (C) Election. If the Employer amends the Plan's vesting (2) Cash-Out. The date the Participant receives a schedule, each Participant having completed at least 3 Years of Cash-Out Distribution. Service (as described in Section 5.05) with the Employer prior to the expiration of the election period described below, may (B) Vesting Schedule/Lost Participants. The Plan elect irrevocably to have the Plan Administrator determine the Administrator determines the percentage of a Participant's Vested percentage of his/her Account Balance without regard to Account Balance forfeiture, if any, under this Section 5.07 the amendment. solely by reference to the vesting schedule the Employer elected in its Adoption Agreement. A Participant does not forfeit any (1) Notice of amendment. The Plan Administrator will portion of his/her Account Balance for any other reason or cause forward an appropriate notice of any amendment to the vesting except as expressly provided by this Section 5.07 or as provided schedule to each affected Participant, together with the under Sections 3.07 or 7.07. appropriate form upon which the Participant may make an election to remain under the pre-amendment vesting schedule 5.08 AMENDMENT TO VESTING SCHEDULE. The and notice of the time within which the Participant must make Employer under Section 11.02 may amend the Plan's vesting an election to remain under the pre-amendment vesting schedule(s) under Section 5.03 at any time, subject to this schedule. Section 5.08. For purposes of this Section 5.08, an amendment to the vesting schedule includes any Plan amendment which (2) Election timing. The Participant must file his/her directly or indirectly affects the computation of the Vested election with the Plan Administrator within 60 days of the latest percentage of a Participant's Account Balance. In addition, any of: (a) the Employer's adoption of the amendment; (b) the shift in the Plan's vesting schedule under Article X, due to a effective date of the amendment; or (c) the Participant's receipt change in the Plan's top-heavy status, is an amendment to the of a notice of the amendment. vesting schedule for purposes of this Section 5.08. (3) No election if no adverse effect. The election (A) No Reduction. The Plan Administrator will not apply the described in this Section 5.08(C) does not apply to a Participant amended vesting schedule to reduce any Participant's existing if the amended vesting schedule provides for vesting at least as Vested percentage (determined on the later of the date the rapid at any time as the vesting schedule in effect prior to the Employer adopts the amendment, or the date the amendment amendment. becomes effective) in the Participant's existing (pre-amendment) and future Account Balance attributable to Employer 5.09 EMPLOYEE CONTRIBUTIONS. A Participant who Contributions, to a percentage less than the Vested percentage is either fully or partially vested in his or her Employer computed under the Plan without regard to the amendment. Contributions will not forfeit any of those contributions merely Furthermore, the Plan Administrator will not apply the amended as the result of a distribution of all or any portion of the vesting schedule to affect adversely a Participant's Vesting Participant's Employee Contributions. © 2014 Great-West Trust Company, LLC or its suppliers 56

 
Defined Contribution Prototype Plan ARTICLE VI DISTRIBUTIONS 6.01 TIMING OF DISTRIBUTION. The Plan (b) Distribution of Mandatory Distribution before Administrator will direct the Trustee to commence distribution 62/NRA; method and timing. If a Participant will receive a of a Participant's Vested Account Balance in accordance with Mandatory Distribution before attaining the later of age 62 or this Section 6.01 upon the Participant's Separation from Service Normal Retirement Age, the Plan Administrator will direct the (or Severance from Employment) for any reason, upon the Trustee to distribute the Mandatory Distribution to the Participant's death, or if the Participant exercises an In-Service Participant in a Lump-Sum (without regard to Section 6.04) Distribution right under the Plan. The Trustee may make Plan consisting of the Participant's entire Vested Account Balance distributions on any administratively practical date during the (including any Rollover Contribution Account even if the Plan Plan Year, consistent with the Employer's elections in its disregards a Rollover Contribution Account in determining Adoption Agreement. For purposes of this Article VI, the Plan Mandatory Distribution status). The Plan Administrator will applies Severance from Employment in place of Separation from direct the Trustee to make a Mandatory Distribution at the time Service where distribution is of Restricted 401(k) Accounts. the Employer elects in its Adoption Agreement, but in no event Section 6.01(A) is controlling as to distribution of all Accounts later than the 60th day following the close of the Plan Year in upon Separation from Service or Severance from Employment. which: (i) the Participant attains Normal Retirement Age or age Section 6.01(B) is controlling as to distribution of all Accounts 65 if earlier; or (ii) occurs the Participant's 10th anniversary of upon death (whether death occurs before or after Separation Plan participation, whichever is later. See Section 6.08(D) from Service or Severance from Employment). Section 6.01(C) regarding potential Automatic Rollover of Mandatory applies only while a Participant remains employed by the Distributions. The Plan Administrator, in accordance with Employer and only to such Accounts described in the Plan and Section 6.08(B) will give a rollover notice to a Participant who as the Employer elects in its Adoption Agreement. will receive a Mandatory Distribution. The notice will explain the Automatic Rollover under Section 6.08(D) as applicable in (A) Distribution upon Separation from Service/Severance the case of the Participant's failure to respond timely to the from Employment (other than death). rollover notice. (1) Mandatory Distributions. The Employer in its (c) Distribution of Mandatory Distribution if Adoption Agreement will elect whether the Plan will make 62/NRA; method and timing. Mandatory Distributions and will elect the timing of the Mandatory Distribution. If the Employer elects no Mandatory (i) Balance not exceeding $5,000. If a Distributions, then all distributions are Distributions Requiring Participant will receive a Mandatory Distribution after attaining Consent under Section 6.01(A)(2). The timing of any Mandatory the later of age 62 or Normal Retirement Age, and the Distribution must comply with Code §401(a)(14). Participant's Vested Account Balance (including any Rollover Contributions Account) does not exceed $5,000 (or such lesser (a) Definition of Mandatory Distribution. A amount the Employer elects in Appendix B), the Plan Mandatory Distribution is a Plan required distribution without Administrator will direct the Trustee to distribute a Mandatory the Participant's consent upon the Participant's Separation from Distribution to the Participant in a Lump-Sum (without regard to Service. A Mandatory Distribution does not include a Section 6.04) consisting of the Participant's entire Vested distribution based on the Participant's death or on account of Account Balance. The Plan Administrator will direct the Trustee Plan termination. to make a Mandatory Distribution at the time the Employer elects in its Adoption Agreement, but not later than the 60th day (i) Distribution after 62/NRA; unlimited following the close of the Plan Year in which: (A) the amount. A Mandatory Distribution in the case of a Participant Participant incurs a Separation from Service; or (B) occurs the who will receive the distribution after the Participant attains the Participant's 10th anniversary of Plan participation, whichever is later of age 62 or Normal Retirement Age includes a distribution later. of any amount. (ii) Balance exceeds $5,000. If a Participant (ii) Distribution before 62/NRA; amount limit will receive a Mandatory Distribution after attaining the later of and Rollovers. A Mandatory Distribution in the case of a age 62 or Normal Retirement Age, and the Participant's Vested Participant who will receive the distribution before the Account Balance (including any Rollover Contributions Participant attains the later of age 62 or Normal Retirement Age Account) exceeds $5,000 (or such lesser amount the Employer may not exceed the amount (not exceeding $5,000) the elects in Appendix B), the Participant may elect any method or Employer elects in its Adoption Agreement. In applying the form of distribution available under the Plan and the Plan elected Mandatory Distribution amount, the Plan Administrator Administrator in accordance with Section 6.01(A)(2)(c) will will include or exclude a Participant's Rollover Contributions provide the Participant with a distribution notice. If under Account as the Employer elects in its Adoption Agreement. The Section 6.01(A)(2)(f) the Plan permits a Participant receiving a Plan Administrator will disregard accumulated DECs. Distribution Requiring Consent to postpone distribution to any specified date (not beyond the Participant's DCD as described in (iii) Remaining Installments. A Mandatory Section 6.02), a Participant receiving a Mandatory Distribution Distribution does not include the remaining balance of any under this Section 6.01(A)(1)(c)(ii) also may elect to postpone Installment distribution (originally subject to Participant distribution. If a Participant may not elect to postpone consent), but where the remaining Account Balance presently is distribution or fails to elect to postpone distribution, the Plan less than the Mandatory Distribution amount. Administrator will direct the Trustee to distribute the Participant's Account at the time the Employer elects in its © 2014 Great-West Trust Company, LLC or its suppliers 57

 
Defined Contribution Prototype Plan Adoption Agreement, but not later than the 60th day following administratively practical time which is earlier than 30 days the close of the Plan Year in which: (A) the Participant incurs a following the Participant's receipt of the distribution notice, by Separation from Service; or (B) occurs the Participant's 10th waiving in writing the balance of the 30 days. However, if the anniversary of Plan participation, whichever is later. requirements of Section 6.04 apply, the Participant may not elect to commence distribution during the 7 days immediately (iii) Rollover notice but no Automatic following the date of the Participant's receipt of the distribution Rollover. The Plan Administrator, in accordance with Section notice. 6.08(B) will give a rollover notice to a Participant who will receive a Mandatory Distribution under this Section (f) Election to postpone. A Participant eligible to 6.01(A)(1)(c). However, the Automatic Rollover under Section receive a Distribution Requiring Consent prior to his/her 6.08(D), in the case of the Participant's failure to respond timely Annuity Starting Date, may elect to postpone distribution to the rollover notice, does not apply under this Section beyond the time the Employer has elected in its Adoption 6.01(A)(1)(c). Agreement, to any specified date including, but not beyond the Participant's RBD as described in Section 6.02, unless the (2) Distributions Requiring Consent. Employer, in its Adoption Agreement, specifically limits a Participant's right to postpone distribution of his/her Account (a) Definition of Distribution Requiring Consent. Balance only to the later of the date the Participant attains age A Distribution Requiring Consent is a distribution upon the 62 or Normal Retirement Age. The Plan Administrator will Participant's Separation from Service other than on account of reapply the notice and consent requirements of Section death and which is not a Mandatory Distribution, 6.01(A)(2) to any distribution a Participant postpones under this Section 6.01(A)(2)(f). (b) Distribution of Distribution Requiring Consent. The Plan Administrator, subject to this Section (g) No election/deemed elected distribution date. 6.01(A)(2) regarding Participant elections or the absence In the absence of a Participant's consent and distribution election thereof, will direct the Trustee to commence or make a (as described in Sections 6.01(A)(2)(d) and (e)) or in the Distribution Requiring Consent, at the time or times and in the absence of the Participant's election under Section 6.01(A)(2)(f), form the Adoption Agreement specifies. made prior to his/her Annuity Starting Date, to postpone distribution, the Plan Administrator, consistent with the (c) Distribution notice. At least 30 days and not Employer's elections in its Adoption Agreement, will treat the more than 180 days prior to the Participant's Annuity Starting Participant as having elected (in accordance with the Treasury Date, the Plan Administrator must provide a written distribution regulations under Code §§411 and 401(a)(14)) to postpone notice (or a summary notice as permitted under Treasury his/her distribution until the later of the date the Participant regulations) to a Participant who is eligible to receive a attains age 62 or Normal Retirement Age. At the applicable date, Distribution Requiring Consent. The distribution notice must the Plan Administrator then will direct the Trustee to distribute explain the optional forms of benefit in the Plan, including the the Participant's Vested Account Balance in a Lump-Sum (or, if material features and relative values of those options, and the applicable, the annuity form of distribution required under Participant's right to postpone distribution until the applicable Section 6.04). The provisions Section 6.01(A)(2)(e) regarding date described in Section 6.01(A)(2)(f). The notice will describe reconsideration of distribution elections apply to any election or the consequences of the Participant's failure to postpone the deemed election in this Section 6.01(A)(2)(g). distribution. Also see Section 6.08(B) for provisions relating to a rollover notice. (h) Definition of Annuity Starting Date. See Section 1.06(A). (d) Consent requirements. A Participant must consent, in writing, following receipt of the distribution notice, (3) Disability. If the Participant's Separation from Service to any Distribution Requiring Consent. The Participant's spouse is because of his/her Disability, except to the extent the also must consent, in writing, to any distribution, for which Employer elects in its Adoption Agreement to accelerate Section 6.04 requires the spouse's consent. The consent distribution, the Plan Administrator will direct the Trustee to requirements of this Section 6.01(A)(2)(d) do not apply to distribute the Participant's Vested Account Balance at the same defaulted loans described in Section 7.06(C), to RMDs under time and in the same form as if the Participant had incurred a Section 6.02 or to corrective distributions under Article IV. See Separation from Service without Disability. Section 11.05(D) as to consent requirements related to distributions following Plan termination. (4) Determination of Vested Account Balance. For purposes of the consent requirements under this Article VI and (e) Distribution election/reconsideration. A of determining whether a distribution is a Mandatory Participant eligible to receive a Distribution Requiring Consent, Distribution, the Plan Administrator determines a Participant's consistent with the Adoption Agreement and subject to Sections Vested Account Balance as of the most recent Valuation Date 6.02, 6.03 and 6.04, may elect the time and method of immediately prior to the distribution date, and takes into account distribution of his/her Account (or portion thereof) following the Participant's entire Account Balance, including Elective receipt of the distribution notice. Unless the Plan Administrator Deferrals, but including or excluding the Participant's Rollover in a distribution form, notice, or other Plan disclosure indicates Contributions Account as the Employer elects in its Adoption otherwise, a Participant may reconsider his/her distribution Agreement. The Plan Administrator in determining the election at any time prior to the Annuity Starting Date and may Participant's Vested Account Balance at the relevant time, will elect to commence distribution as of any other distribution date disregard a Participant's Vested Account Balance existing on permitted under the Plan or under the Adoption Agreement. A any prior date, except as related to Installment distributions Participant may elect to receive a distribution at any under Section 6.01(A)(1)(a)(iii). © 2014 Great-West Trust Company, LLC or its suppliers 58

 
Defined Contribution Prototype Plan (b) Other Conditions. The Employer in its Adoption (5) Consent to Cash-Out Distribution/forfeiture. If a Agreement may elect other conditions applicable to In-Service Participant is partially Vested in his/her Account Balance, a Distributions. Participant's election under Section 6.01(A)(2) to receive distribution prior to the Participant's incurring a Forfeiture Break (3) Administration. in Service, must be in the form of a Cash-Out Distribution. (a) Participant election. A Participant must make (6) Return to employment. A Participant may not any permitted In-Service Distribution election under this Section receive a distribution based on Separation from Service, or 6.01(C) in writing and on a form prescribed by the Plan continue any Installment distribution based on a prior Separation Administrator which specifies the percentage or dollar amount from Service, if, prior to the time the Trustee actually makes the of the distribution and the Participant's Contribution Type or distribution, the Participant returns to employment with the Account to which the election applies. Employer. (b) Frequency, timing and method. If the Plan (B) Distribution upon Death. In the event of the Participant's permits In-Service Distributions: (i) the Plan Administrator may death (whether death occurs before or after Separation from adopt a policy imposing frequency limitations or other Service or Severance from Employment), the Plan Administrator reasonable administrative conditions; and (ii) a Participant may will direct the Trustee, in accordance with this Section 6.01(B) elect as many In-Service Distributions per Plan Year as the to distribute to the Participant's Beneficiary the Participant's election form prescribed by the Plan Administrator allows, or as Vested Account Balance remaining in the Trust at the time of any In-Service Distribution policy permits, with a minimum of the Participant's death. one In-Service Distribution permitted each Plan Year. If the Plan Administrator's form or policy does not specify the permitted (1) Timing of commencement. The Plan Administrator number of Plan Year In-Service Distributions, the number is not must direct the Trustee to distribute or commence distribution of limited. The Trustee, as directed by the Plan Administrator and the deceased Participant's Vested Account Balance following the subject to Section 6.04, will distribute the amount(s) a date on which the Plan Administrator receives notification of, or Participant elects, as soon as administratively practical after the otherwise confirms, the Participant's death. The actual timing of Participant files his/her properly completed In-Service distribution will be in accordance with: (a) the Employer's Distribution election with the Plan Administrator. The Trustee Adoption Agreement elections; (b) any Participant or will distribute the Participant's remaining Account Balance in Beneficiary permitted and timely made election under Section accordance with the other provisions of this Article VI. 6.03(B); and (c) the Plan terms including Section 6.02. (4) Account restrictions. (2) Distribution method. The Plan Administrator must direct the Trustee to distribute or commence distribution of the (a) Nonelective, Regular Matching, Additional deceased Participant's Vested Account Balance under a method Matching and SIMPLE Contribution distribution events. which is in accordance with: (a) the Employer's Appendix B The Employer in its Adoption Agreement may elect to permit an elections; (b) any Participant or Beneficiary permitted and In-Service Distribution of the Nonelective, Regular Matching, timely made election under Section 6.03(B); and (c) the Plan Additional Matching and SIMPLE Contribution Accounts upon terms including Sections 6.02 and 6.04. a Participant's attainment of a stated age, based on a fixed number of years or based upon some other specified event, such (C) In-Service Distribution. The Employer in its Adoption as hardship under Section 6.07. Such Adoption Agreement Agreement must elect the Participants' In-Service Distribution elections include, but are not limited to, the following: rights, if any. If the Employer elects to permit any In-Service Distributions, the Employer will elect the eligible Contribution (i) Two year "seasoned" contributions. The Type or Contribution Type Accounts and the age or other events contributions which the Plan Administrator will distribute were which entitle a Participant to an In-Service Distribution. An made at least 2 years (or such other greater period as the In-Service Distribution under this Section 6.01(C) is subject to Employer elects in its Adoption Agreement) prior to the date on all provisions and limitations described herein and in Sections which the distribution will occur. Such distributions may include 6.04 and 11.02(C)(3) as to Protected Benefits. Earnings on the "seasoned" contributions. (1) Definition of In-Service Distribution. An In-Service (ii) 60 months of participation. The Participant distribution means distribution of a Participant's Account or any has been a Participant for at least 60 months (or for such other portion thereof prior to his/her Separation from Service. greater period as the Employer elects in its Adoption Agreement) prior to the date on which the Plan Administrator (2) Conditions. will make the distribution. This election applies to all applicable contributions, regardless of when made. (a) Vesting. The Employer must elect in its Adoption Agreement whether a partially-Vested Participant may (b) 401(k) Plans. receive an In-Service Distribution. If a Participant receives an In-Service Distribution as to a partially-Vested Account, and the (i) Limitation. The Employer in its Adoption Participant has not incurred a Forfeiture Break in Service, the Agreement may elect to permit an In-Service Distribution of the Plan Administrator will apply the vesting provisions of Section Restricted 401(k) Accounts only upon a Participant's Disability, 5.03(C). attainment of age 59 1/2 (or any later age), hardship in accordance with Section 6.07, and as a QRD. Also see Section 6.11 regarding deemed severance distributions. © 2014 Great-West Trust Company, LLC or its suppliers 59

 
Defined Contribution Prototype Plan from a Money Purchase Pension Plan (or from a target benefit (ii) Definition of Restricted 401(k) Accounts. plan). In applying the Normal Retirement Age restriction in A Participant's Restricted 401(k) Accounts are the Participant's Section 6.01(C)(4)(c), the plan is subject to the limitations of Elective Deferral Account, QNEC Account, QMAC Account Section 5.01(A). This limitation applies only to such transferred and Safe Harbor Contributions Account. balances consisting of Restricted Pension Accounts. (iii) Definition of QRD. A QRD means a (ii) Distribution restrictions: transfers from qualified reservist distribution as defined under Code 401(k) Plans to other plans. Except in the case of certain §72(t)(2)(G)(iii). A QRD is any distribution to an individual Elective Transfers, if this Plan is a Profit Sharing Plan or a who is ordered or called to active duty after September 11, 2001, Money Purchase Pension Plan, the Plan, except in accordance if: (A) the distribution is from the Elective Deferral Account; with Section 6.01(C)(4)(b), may not make any In-Service (B) the individual was (by reason of being a member of a Distribution to the Participant of his/her Restricted 401(k) reserve component, as defined in section 101 of title 37, United Accounts (including post-transfer Earnings on those Accounts) States Code) ordered or called to active duty for a period in previously transferred, within the meaning of Code §414(l), to excess of 179 days or for an indefinite period; and (C) the Plan this Plan from a 401(k) Plan. This limitation applies only to such makes the distribution during the period beginning on the date of transferred balances consisting of Restricted 401(k) Accounts. such order or call, and ending at the close of the active duty period. (iii) Protected Benefit/Separate Accounting. See Section 11.06 regarding preservation of Protected Benefits (c) Money Purchase Pension (including target with regard to transferred amounts. The Plan Administrator must benefit) Plans. apply proper separate accounting of transferred amounts to comply with this Section 6.01(C)(4)(f). (i) Limitation. The Employer in its Adoption Agreement may elect to permit an In-Service distribution of the (g) Designated IRA. A Participant may request and Restricted Pension Accounts only upon attainment of Normal receive distribution of his/her Designated IRA Account at any Retirement Age (or any later age). For Plan Years commencing time, subject to the requirements of Code §401(a)(9) and the after 2006, the Employer in its Adoption Agreement may elect regulations thereunder as applicable to IRAs. Section 6.04 does to permit distribution on attainment of age 62 (or any later age), not apply to Designated IRA Contributions. even if Normal Retirement Age is later than age 62. (5) Hardship. See Section 6.07 regarding requirements (ii) Definition of Restricted Pension for In-Service Distributions and for post-Separation from Accounts. A Participant's Restricted Pension Accounts are the Service or Severance from Employment distribution Participant's Money Purchase Pension Plan or as applicable, accelerations, based on hardship. target benefit plan Accounts. (6) Plan termination. Notwithstanding Section (d) Prevailing Wage Contributions. For purposes 6.01(C)(4), in the event the Employer terminates the Plan, the of In-Service Distributions, a Participant's Prevailing Wage Plan Administrator may instruct the Trustee to make distribution Contribution Account is treated as a Nonelective or other of any restricted accounts in accordance with Section 11.05. Employer Contribution Account as applicable. However, if the Employer in its Adoption Agreement elects to offset other (7) In-Plan Roth Rollover Contributions. Except as Contribution Types with the Prevailing Wage Contribution, for otherwise elected in Appendix B, if the Employer in its purposes of In-Service Distributions, the Plan Administrator will Adoption Agreement elects under Section 3.08(E) to permit treat that portion of the Prevailing Wage Contribution Account In-Plan Roth Rollover Contributions, (a) all Accounts (except a which offsets another Contribution Type, as the other Roth Account) which may be distributed in an In-Service Contribution Type. Distribution are eligible for an In-Plan Roth Rollover; (b) a Participant may distribute and roll over his/her Plan loan in an (e) Rollover Contributions, Employee In-Plan Roth Rollover, but without changing the loan repayment Contributions and DECs. Unless otherwise specified on schedule; (c) any amount may be distributed in an In-Plan Roth Appendix B, a Participant may elect to receive an In-Service Rollover with no minimum; (d) a Participant may receive Distribution of his/her Accounts attributable to Rollover In-Service Distributions from his/her In-Plan Roth Rollover Contributions, Employee Contributions and DECs. Distribution Account under the same conditions as the Participant's Roth of a Rollover Contribution is subject to Section 6.04 if Section Elective Deferral Account; and (e) In-Service distributions 6.04 otherwise applies to the Participant. which are eligible for an In-Plan Roth Rollover are limited to those which are available for other types of distributions. If the (f) Transferred amounts/distribution restrictions Employer in Appendix B provides for In-Service Distributions and Protected Benefits. which are limited to In-Plan Roth Rollovers, the Employer in Appendix B may permit distribution of an additional amount (i) Distribution restrictions: transfers from solely for the purpose of federal or state income tax withholding pension plans to non-pension plans. Except in the case of for the Participant's anticipated tax obligations regarding the certain Elective Transfers, if this Plan is a Profit Sharing Plan or amount includible in the Participant's gross income by reason of a 401(k) Plan, the Plan, except in accordance with Section the In-Plan Roth Rollover (and the amount withheld for income 6.01(C)(4)(c), may not make any In-Service Distribution to the taxes). The Plan Administrator may limit the amount of the Participant of his/her Restricted Pension Accounts (including 100% withholding distribution to the amount the Plan post-transfer Earnings on those Accounts) previously Administrator reasonably determines is sufficient to satisfy the transferred, within the meaning of Code §414(l), to this Plan © 2014 Great-West Trust Company, LLC or its suppliers 60

 
Defined Contribution Prototype Plan Participant's federal and/or state income tax liability relating to surviving spouse is not the Participant's sole Designated the Plan distribution. Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately (8) EACA permissible withdrawals. See Section following the calendar year in which the Participant died. 3.02(B)(2)(d) regarding EACA permissible withdrawals. (c) No Designated Beneficiary/"5-year rule." If 6.02 REQUIRED MINIMUM DISTRIBUTIONS. there is no Designated Beneficiary as of September 30 of the year following the calendar year of the Participant's death, the (A) Lifetime RMDs. Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the (1) RBD. The Plan Administrator will direct the Trustee Participant's death. to distribute or to commence distribution to the Participant of the Participant's entire Vested Account Balance no later than the (d) Participant survived by Designated Participant's RBD. Beneficiary/"Life Expectancy rule." If there is a Designated Beneficiary, the RMD for each DCY after the year of the (2) Amount of RMD for each DCY. During the Participant's death is the quotient obtained by dividing the Participant's lifetime, the RMD that will be distributed for each Participant's RMD Account Balance by the remaining Life DCY is the lesser of: Expectancy of the Participant's Designated Beneficiary, determined as provided in Section 6.02(B)(2)(a). (a) ULT amount. The quotient obtained by dividing the Participant's RMD Account Balance by the distribution (e) 5-year or Life Expectancy rule; possible period in the ULT, using the Participant's age as of the election. This Section 6.02(B)(1)(e) applies if a Participant dies Participant's birthday in the DCY; or before the DCD and determines whether the Life Expectancy rule under Section 6.02(B)(1)(d) or the 5-year rule under Section (b) SLT/younger spouse. If the Participant's sole 6.02(B)(1)(c) applies to RMDs of a Beneficiary. If the Designated Beneficiary for the DCY is the Participant's spouse Beneficiary is not a Designated Beneficiary, then the 5-year rule who is more than 10 years younger than the Participant, the applies. Otherwise, a Designated Beneficiary may elect which of quotient obtained by dividing the Participant's RMD Account these rules will apply unless the Employer otherwise elects in Balance by the distribution period in the JLT using the Appendix B. A permitted election under this Section Participant's and spouse's attained ages as of the Participant's 6.02(B)(1)(e) must be made no later than the earlier of and spouse's birthdays in the DCY. September 30 of the calendar year in which distribution would be required to begin under Section 6.02(B)(1), or by September (3) Lifetime RMDs continue through year of 30 of the calendar year which contains the fifth anniversary of Participant's death. RMDs will be determined under this the Participant's (or, if applicable, surviving spouse's) death. In Section 6.02(A) beginning with the first DCY and up to and the absence of a timely election, the Life Expectancy rule including the DCY that includes the Participant's date of death applies unless the Employer in Appendix B elects to apply the or until the Participant's Vested Account Balance is completely 5-year rule. The election of the Life Expectancy rule or the distributed. 5-year rule does not (i) entitle a Beneficiary to receive Installment distributions not otherwise provided in Section (B) Death RMDs. 6.03(A)(2), or (ii) delay the commencement or payment of distributions otherwise provided in 6.01(B)(1). (1) Death of Participant before DCD. If the Participant dies before the DCD, the Plan Administrator will direct the (2) Death on or after DCD. This Section 6.02(B)(2) Trustee to distribute or commence distribution to the Participant applies if the Participant dies on or after his/her DCD. If of the Participant's Vested Accrued Benefit no later than as distribution has commenced before the participant's death, the follows: remaining interest will be distributed at least as rapidly as under the method of distribution being used as of the date of the (a) Spouse sole Designated Beneficiary. Except as participant's death, as provided and determined under Treas. otherwise provided in Section 6.02(B)(1)(e), if the Participant's Reg. §1.401(a)(9)-2, Q&A 5. surviving spouse is the Participant's sole Designated Beneficiary, then distributions to the surviving spouse will begin (a) Participant survived by Designated by December 31 of the calendar year immediately following the Beneficiary. If there is a Designated Beneficiary, the RMD for calendar year in which the Participant died, or by December 31 each DCY after the year of the Participant's death is the quotient of the calendar year in which the Participant would have attained obtained by dividing the Participant's RMD Account Balance by age 70 1/2, if later. the longer of the Participant's remaining Life Expectancy or the Designated Beneficiary's remaining Life Expectancy, (i) Death of spouse. If the Participant's determined as follows: surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before (i) Participant's life expectancy. The distributions to the surviving spouse are required to begin, then Participant's remaining Life Expectancy is calculated using the this Section 6.02(B)(1) (other than Section 6.02(B)(1)(a)) will age of the Participant in the year of death, reduced by one for apply as if the surviving spouse were the Participant. each subsequent year. (b) Other Designated Beneficiary. Except as (ii) Spouse as sole Designated Beneficiary. If otherwise provided in Section 6.02(B)(1)(e), if the Participant's the Participant's surviving spouse is the Participant's sole © 2014 Great-West Trust Company, LLC or its suppliers 61

 
Defined Contribution Prototype Plan Designated Beneficiary, the remaining Life Expectancy of the (3) TEFRA Section 242(b)(2) elections. Notwithstanding surviving spouse is calculated for each DCY after the year of the the other provisions of this Section 6.02, distributions may be Participant's death using the surviving spouse's age as of the made under Section 6.10. spouse's birthday in that year. For DCYs after the year of the surviving spouse's death, the remaining Life Expectancy of the (E) Definitions. The following definitions apply to this Section surviving spouse is calculated using the age of the surviving 6.02. spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar (1) Designated Beneficiary. A "Designated Beneficiary" year. means an individual who is a Beneficiary under Section 7.05 (whether pursuant to a designation by the Participant or (iii) Non-Spouse Designated Beneficiary. If the application of the Plan terms) and who is a designated Participant's surviving spouse is not the Participant's sole beneficiary under Code §401(a)(9) of the Internal Revenue Code Designated Beneficiary, the Designated Beneficiary's remaining and Treas. Reg. §1.401(a)(9)-4, Q&As-4 and -5. Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by (2) DCY. A DCY is a distribution calendar year for which one for each subsequent year. an RMD is required. For RMDs beginning before the Participant's death, the first DCY is the calendar year (b) No Designated Beneficiary. If there is no immediately preceding the calendar year which contains the Designated Beneficiary as of September 30 of the year after the Participant's RBD. For RMDs beginning after the Participant's year of the Participant's death, the RMD for each DCY after the death, the first DCY is the calendar year in which distributions year of the Participant's death is the quotient obtained by are required to begin under Section 6.02(B). The RMD for the dividing the Participant's RMD Account Balance by the Participant's first DCY will be made on or before the Participant's remaining Life Expectancy calculated using the age Participant's RBD. The RMD for other DCYs, including the of the Participant in the year of death, reduced by one for each RMD for the DCY in which the Participant's RBD occurs, will subsequent year. be made on or before December 31 of that DCY. (C) Distribution Methods. Nothing in this Section 6.02 gives (3) DCD. A DCD is a distribution commencement date any Participant or any Beneficiary the right to receive a and generally means the Participant's RBD. However, if Section distribution of the Participant's Account under any method or at 6.02(B)(1)(a)(i) applies, the DCD is the date distributions are a time which the Plan does not permit. Unless the Participant's required to begin to the surviving spouse under Section Vested Account Balance is distributed in the form of an annuity 6.02(B)(1)(a). If distributions under an annuity purchased from purchased from an insurance company or in a Lump Sum on or an insurance company irrevocably commence to the Participant before the RBD, as of the first DCY, distributions will be made before the otherwise applicable DCD, then the DCD is the date in accordance with Section 6.02(A) and (B), but subject to the distributions actually commence. Employer's Adoption Agreement elections regarding the method of distribution. If the Participant's interest is distributed in the (4) JLT. The JLT is the Joint and Last Survivor Table set form of an annuity purchased from an insurance company, forth in Treas. Reg. §1.401(a)(9)-9, Q/A-3. distributions thereunder will be made in accordance with the requirements of Code §401(a)(9) and the applicable Treasury (5) Life Expectancy. Life Expectancy refers to life regulations. Payments under such an annuity will either be non- expectancy as computed under the SLT. increasing, or will increase only in accordance with Treas. Reg. §1.401(a)(9)-6, Q&A 14. If the Adoption Agreement limits (6) Participant's RMD Account Balance. A Participant's distributions to a Lump Sum, the Plan will distribute the RMD Account Balance is the account balance as of the last Participant's entire Vested Account Balance in the form of a Valuation Date in the VCY increased by the amount of any Lump Sum on or before the Participant's RBD, or if applicable, contributions made and allocated or forfeitures allocated to the at the time determined in Section 6.02(B), but subject to the Account Balance as of dates in the VCY after the Valuation Employer's Adoption Agreement elections regarding timing of Date and decreased by distributions made in the VCY after the the distribution. See Section 6.03(B) regarding Participant and Valuation Date. The Account Balance for the VCY includes any Beneficiary elections. amounts rolled over or transferred to the Plan either in the VCY or in the DCY if distributed or transferred in the VCY. (D) Operating Rules. (7) RBD. A Participant's RBD is his/her required (1) Precedence. The requirements of this Section 6.02 beginning date determined as follows: will take precedence over any inconsistent provisions of the Plan. (a) More than 5% owner. A Participant's RBD is the April 1 of the calendar year following the close of the (2) Requirements of Treasury regulations calendar year in which the Participant attains age 70 1/2 if the incorporated. All distributions required under this Section 6.02 Participant is a more than 5% owner (as defined in Code will be determined and made in accordance with the Treasury §416(i)(B)) as to the Plan Year ending in that calendar year. If a regulations under Code §401(a)(9) and the minimum Participant is a more than 5% owner at the close of the relevant distribution incidental benefit requirement of Code Plan year, the Participant may not discontinue RMDs §401(a)(9)(G). notwithstanding the Participant's subsequent change in ownership status. © 2014 Great-West Trust Company, LLC or its suppliers 62

 
Defined Contribution Prototype Plan (b) Other Participants. If the Participant is not a Appendix B elects to continue 2009 RMDs, a Participant or more than 5% owner, his/her RBD is the April 1 of the calendar Beneficiary who would have been required to receive a 2009 year following the close of the calendar year in which the RMD will receive those distributions for 2009. The Plan Participant incurs a Separation from Service or, if later, the April Administrator will not have provided Participants and 1 following the close of the calendar year in which the Beneficiaries with an election to suspend the 2009 RMDs, if this Participant attains age 70 1/2. Section 6.02(F)(3) applies. (c) Election as to RBD. The Employer in Appendix (4) Other treatment. The Employer in Appendix B may B may elect that the Plan Administrator continue to apply describe such other treatment of 2009 RMDs. (indefinitely or to a specified date) the RBD definition in effect prior to 1997 ("pre-SBJPA RBD"). A Participant's pre-SBJPA (5) Direct Rollovers. The Plan will offer a Direct RBD (if applicable) is April 1 following the close of the Rollover only for distributions that would be Eligible Rollover calendar year in which the Participant attains age 70 1/2. Distributions without regard to Code §401(a)(9)(H), except as the Employer otherwise may elect in Appendix B. (8) RMD. An RMD is the required minimum distribution the Plan must make to a Participant or Beneficiary for a DCY. 6.03 POST-SEPARATION (SEVERANCE), LIFETIME The Plan Administrator determines an RMD without regard to RMD, AND BENEFICIARY DISTRIBUTION METHODS. vesting, but in accordance with Treas. Reg. §1.401(a)(9)-5, the Distribution of a Participant's Account: (i) after Separation from Plan only will distribute an RMD to the extent that the amount Service (or Severance from Employment); (ii) during distributed is Vested. employment but where the lifetime RMD requirements under Section 6.02(A) apply; and (iii) to a Beneficiary after the (9) SLT. The SLT is the Single Life Table set forth in Participant's death, are subject to the distribution methods in this Treas. Reg. §1.401(a)(9)-9, Q/A-1. Section 6.03. (10) ULT. The ULT is the Uniform Lifetime Table set (A) Plan Available Methods. forth in Treas. Reg. §1.401(a)(9)-9, Q/A-2. (1) Participant methods. The Employer in its Adoption (11) VCY. A VCY is a valuation calendar year, which is Agreement will elect one or more of the following distribution the calendar year immediately preceding a DCY. methods applicable to a Participant: (i) Lump-Sum; (ii) Installments; (iii) Installments but only if the Participant is (F) 2009 RMDs. The provisions of this Section 6.02(F) apply required to receive lifetime RMDs under Section 6.02(A); (iv) as to RMDs due for the 2009 DCY, but for the enactment of Alternative Annuity; (v) Ad-Hoc; or (vi) any other method the Code §401(a)(9)(H) ("2009 RMDs"). Such 2009 RMDs, if Employer describes in its Adoption Agreement. If Section 6.04 required, would have been satisfied by one or more distributions applies, the distribution must be a QJSA unless waived. In the equal to or totaling the 2009 RMDs or by one or more event of a QJSA waiver, the distribution will be made under the distributions in a series of substantially equal distributions (that alternative method the Participant elects (including a QOSA, as include the 2009 RMDs) made at least annually and expected to applicable), in accordance with this Section 6.03. last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the (2) Beneficiary Methods. If the Plan is subject to Section Participant's Designated Beneficiary, or for a period of at least 6.04, a surviving spouse Beneficiary may receive a QPSA. 10 years ("Extended 2009 RMDs"), However, a surviving spouse Beneficiary may elect to waive the QPSA in favor of another Beneficiary distribution method the (1) Suspension of 2009 RMDs unless otherwise elected Plan permits. See Section 6.04(B)(5). The balance of this by Participant. Notwithstanding the remaining provisions of paragraph shall apply after a Participant's death in all other Section 6.02, a Participant or Beneficiary who would have been situations, except to the extent the Employer makes a contrary required to receive a 2009 RMD will not receive those election in Appendix B. If the only distribution option available distributions for 2009, unless the Participant or Beneficiary for Participants is a lump sum distribution, or the Employer elected to receive such distributions. The Plan Administrator elects in the Adoption to require immediate distribution of the will have provided Participants and Beneficiaries the Participant or distribution on or before the end of the year opportunity to receive the 2009 RMDs, if this Section 6.02(F)(1) following the year of the Participant's death, then the Lump-Sum applies. method shall apply to distributions to the beneficiary. Otherwise, (i) a Beneficiary may elect to receive a distribution either as a (2) Continuation of RMDs unless otherwise elected by Lump-Sum or in Installments, (ii) if the Plan permits Ad-Hoc Participant. Notwithstanding Section 6.02(F)(1), if the distributions to Participants the Beneficiary may elect to receive Employer in Appendix B elects to continue 2009 RMDs subject Ad-Hoc distributions, and (iii) any Installments or Ad-Hoc to a Participant's or Beneficiary's election, a Participant or distributions in a DCY must be at least equal to the RMD for the Beneficiary who would have been required to receive a 2009 DCY. See Sections 6.02(B)(1)(e) and 6.02(C) as to distribution RMD will receive those distributions for 2009 unless the timing elections and elections relating to death of the Participant Participant or Beneficiary elected not to receive such before the DCD. distributions. The Plan Administrator will have provided Participants and Beneficiaries the opportunity to not receive the (3) Definition of Lump-Sum. A Lump-Sum means a 2009 RMDs, if this Section 6.02(F)(2) applies. single payment and includes, but is not limited to, a "lump-sum distribution" under Code §402(d)(4). If the Employer in its (3) Continuation of RMDs/no election offered. Adoption Agreement elects to limit distributions to a Notwithstanding Section 6.02(F)(1), if the Employer in © 2014 Great-West Trust Company, LLC or its suppliers 63

 
Defined Contribution Prototype Plan Lump-Sum, all Plan distributions must be made in this form, direct distribution under any other method the Plan permits. If including all RMDs under Section 6.02. the Plan permits an election as to cash or property, in the absence of an election, the Plan Administrator will direct the (4) Definition of Installments. Installments means Trustee to distribute cash, subject to Section 8.04. payment in monthly, quarterly, semi-annual, annual or other installments over a fixed reasonable period of time, not (3) Combination of methods. If the Plan permits more exceeding the Life Expectancy of the Participant, or the joint life than one distribution method under this Section 6.03, a and last survivor expectancy of the Participant and his/her Participant or Beneficiary may elect any combination of the Designated Beneficiary. To facilitate an Installment distribution available methods either as to different Accounts or as to the Plan Administrator under Section 7.04(A)(2)(c) may direct specified amounts subject to distribution. The Plan the Trustee to place all or any part of the Participant's Account Administrator may adopt a policy imposing a reasonable Balance in a Segregated Account. minimum distribution amount as a condition of a Participant or Beneficiary electing a combination of distribution methods. (a) Installments only for Lifetime RMDs. If the Employer in its Adoption Agreement elects Installments only if (4) No third party discretion. No third party, including a Participant is subject to lifetime RMDs under Section 6.02(A), the Employer, the Plan Administrator and the Trustee, may and does not elect Installments generally, only the affected exercise discretion over any Participant or Beneficiary election Participants are entitled to an Installment distribution under the of the method of distribution, provided the election is made in Plan. Any such Installment must satisfy Section 6.02(A). accordance with the Plan. (b) Installment acceleration. A Participant or (5) Lump-Sum only if Account does not exceed $5,000. Beneficiary receiving an Installment distribution may, at any Any distribution elections permitted under this Section 6.03 are time, elect to accelerate the payment of all, or any portion, of the available only if the Participant's Vested Account Balance, as Participant's unpaid Vested Account Balance. determined under Section 6.01(A)(4), exceeds $5,000, unless the Employer elects to apply any lesser amount in Appendix B. If (5) Definition of Alternative Annuity. An Alternative the Participant's Vested Account Balance does not exceed Annuity means distribution of an Annuity Contract which is not $5,000 (or such lesser amount the Employer elects in Appendix a QJSA, QPSA or a QOSA. The Alternative Annuity must be B), the Trustee will distribute the balance in a Lump-Sum based on the life of the Participant or upon the joint lives of the (which will be a Cash-Out Distribution if the Participant's Participant and an Individual Beneficiary. The Employer in its Account Balance is not 100% Vested) without regard to Section Adoption Agreement will describe the material characteristics of 6.04. any Alternative Annuity available under the Plan. (6) Sourcing election. If a Participant or Beneficiary who (6) Definition of Ad-Hoc. Ad-Hoc means the Participant will receive a partial (non-corrective) distribution of his/her Plan or Beneficiary may at any time after Separation from Service (or Account has both a Roth Deferral Account (or some other Severance from Employment) elect distribution of all or any part Account with tax basis) and one or more pre-tax Accounts of his/her Account or of specified Accounts under the Plan. The including a Pre-Tax Deferral Account, the Participant or Plan Administrator may adopt a policy regarding Ad-Hoc Beneficiary may elect the Account source(s) and composition distributions imposing a reasonable minimum distribution (contributions or Earnings) of the distribution. This Section amount, frequency limitations or other reasonable administrative 6.03(B)(6) as to election of Account sources from among conditions. multiple sources does not apply to the extent that a Participant or Beneficiary is eligible under the Plan terms to receive a (B) Participant and Beneficiary Elections. Subject to any distribution only from one specific Account source. In the contrary requirements imposed by Sections 6.01, 6.02, this absence of a Participant or Beneficiary election, the Plan Section 6.03 or 6.04, and also subject to Section 8.04 as to the Administrator operationally will determine the Account form of distribution (cash or property), a Participant or source(s) from which the Trustee will make the distribution and Beneficiary may elect any method, form or timing of will determine whether such amounts distributed consist of the distribution the Plan permits. Account contributions or of Account Earnings or both. (1) Participant election as to Beneficiary. The (7) Application to alternate payees. This Section 6.03 Participant, on a form prescribed by the Plan Administrator, may applies to an alternate payee in the same manner as if the elect the distribution method, form and timing which will apply alternate payee were the Participant. See Section 6.05 as to the to any Beneficiary, including his/her surviving spouse. The right of a QDRO alternate payee to elect the distribution Participant's election may limit any Beneficiary's right to method, form and timing applicable to the alternate payee's increase or to reduce the frequency or the amount of any distribution. payments. (C) Modification. The Employer in its Adoption Agreement (2) If no election. Unless the Employer otherwise elects may elect to modify the methods of payment available under the in Appendix B, if a Participant or Beneficiary does not make a Plan, consistent with this Section 6.03. If the Employer's Plan is timely election as to the distribution method, form and timing as a Restated Plan, or in any other permitted Plan amendment, the the Plan may permit, the Plan Administrator will direct the Employer in accordance with Treas. Reg. §1.411(d)-4, may elect Trustee to distribute a Lump-Sum as soon as is practical and at to eliminate from the prior Plan certain Protected Benefits. the earliest date the Plan permits distribution but not later than the date the Plan requires distribution. If the Plan does not permit a Lump-Sum distribution, the Plan Administrator will © 2014 Great-West Trust Company, LLC or its suppliers 64

 
Defined Contribution Prototype Plan 6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS acknowledges the effect of the election, and a notary public or AND TO SURVIVING SPOUSES. the Plan Administrator (or his/her representative) witnesses the spouse's consent; (ii) the spouse consents to the alternative (A) Qualified Joint and Survivor Annuity (QJSA). The Plan method of payment designated by the Participant or to any Administrator must direct the Trustee to distribute a married or change in that designated method of payment; and (iii) unless unmarried Participant's Vested Account Balance in the form of a the spouse is the Participant's sole primary Beneficiary, the QJSA (or in the form of a QOSA described in Section spouse consents to the Participant's Beneficiary designation or to 6.04(A)(8)), unless the Participant, and spouse if the Participant any change in the Participant's Beneficiary designation. is married, waive the QJSA in accordance with this Section 6.04(A) or unless Section 6.04(G) applies. (a) Effect of spousal consent/blanket waiver. The spouse's consent to a waiver of the QJSA is irrevocable, unless (1) Definition of QJSA if married. If, as of the Annuity the Participant revokes the waiver election. The spouse may Starting Date, the Participant is married (even if the Participant execute a blanket consent to the Participant's future payment has not been married throughout the one year period ending on method election or Beneficiary designation, if the spouse the Annuity Starting Date), a QJSA is an immediate Annuity acknowledges the right to limit his/her consent to a specific Contract which is purchasable with the Participant's Vested designation but, in writing, waives that right. Account Balance and which provides a Life Annuity for the Participant and a Survivor Annuity payable for the remaining (b) Spousal consent not required. The Plan life of the Participant's surviving spouse equal to 50% of the Administrator will accept as valid a waiver election which does amount of the annuity payable during the life of the Participant. not satisfy the spousal consent requirements if the Plan Administrator establishes: (i) the Participant does not have a (2) Definition of QJSA if not married. If, as of the spouse; (ii) the spouse cannot be located; or (iii) the Participant Annuity Starting Date, the Participant is not married, a QJSA is is legally separated or has been abandoned (within the meaning an immediate Life Annuity Contract for the Participant which is of applicable state law) and the Participant has a court order to purchasable with the Participant's Vested Account Balance. that effect. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian (even if the guardian is (3) Modification of QJSA benefit. The Employer in the Participant) may give consent. Appendix B may elect a different percentage (more than 50% but not exceeding 100%) for the Survivor Annuity. (8) Qualified Optional Survivor Annuity (QOSA). Effective for Plan Years beginning after December 31, 2007, a (4) Definitions of Life/Survivor Annuity. A Life Participant who elects to waive the QJSA form of benefit is Annuity means an Annuity Contract payable to the Participant in entitled to elect the QOSA at any time during the applicable equal installments for the life of the Participant that terminates QJSA election period. The QJSA notice will explain the terms upon the Participant's death. A Survivor Annuity means an and conditions of the QOSA. The QJSA provisions of Section Annuity Contract payable to the Participant's surviving spouse 6.04(A) apply to a QOSA the Participant elects pursuant to this in equal installments for the life of the surviving spouse that Section 6.04(A)(8). terminates upon the death of the surviving spouse. (a) Definition of QOSA. A QOSA is an Annuity (5) QJSA notice/timing. A Participant may elect Contract: (i) for the life of the Participant with a Survivor distribution of the QJSA at the earliest retirement age under the Annuity for the life of the spouse which is equal to the Plan, which is the earliest date on which the Participant could Applicable Percentage of the amount of the annuity which is elect to receive retirement benefits. A married Participant may payable during the joint lives of the Participant and the spouse; elect distribution of the QJSA without spousal consent. At least and (ii) which is the actuarial equivalent of a single annuity for 30 days and not more than 180 days before the Participant's the life of the Participant. A QOSA also includes any annuity in Annuity Starting Date, the Plan Administrator must provide the a form having the effect of an annuity described in the preceding Participant a written explanation of the terms and conditions of sentence. the QJSA, the Participant's right to make, and the effect of, an election to waive the QJSA benefit, the rights of the Participant's (b) Definition of Applicable Percentage. For spouse regarding the waiver election and the Participant's right purposes of this Section 6.04(A)(8), the Applicable Percentage to make, and the effect of, a revocation of a waiver election and is based on the Survivor Annuity percentage under the Plan's which otherwise satisfies the requirements of Treas. Reg. QJSA. If the Survivor Annuity percentage is less than 75%, then §1.417(a)(3)-1. the Applicable Percentage is 75%. If the Survivor Annuity percentage is greater than or equal to 75%, the Applicable (6) Waiver frequency and timing. The Plan does not Percentage is 50%. limit the number of times the Participant may revoke a waiver of the QJSA or make a new waiver during the election period. The (c) No spousal consent requirement for QOSA. A Participant (and his/her spouse, if the Participant is married), Participant may elect a QOSA without spousal consent. may revoke an election to receive a particular form of benefit at any time until the Annuity Starting Date. (B) Qualified Preretirement Survivor Annuity (QPSA). If a married Participant dies prior to his/her Annuity Starting Date, (7) Married Participant waiver. A married Participant's the Plan Administrator will direct the Trustee to distribute a QJSA waiver election is not valid unless: (i) the Participant's portion of the Participant's Vested Account Balance to the spouse (to whom the Survivor Annuity is payable under the Participant's surviving spouse in the form of a QPSA, unless the QJSA), after the Participant has received the QJSA notice, has Participant has a valid QPSA waiver election in effect, or unless consented in writing to the waiver election, the spouse's consent Section 6.04(G) applies. The Employer in its Adoption © 2014 Great-West Trust Company, LLC or its suppliers 65

 
Defined Contribution Prototype Plan Agreement will elect whether to apply the "one-year marriage 6.04(A)(5), and which otherwise satisfies the requirements of rule." If the Employer elects to apply the one-year marriage rule, Treas. Reg. §1.417(a)(3)-1. the QPSA benefit does not apply unless the Participant and his/her spouse were married throughout the one year period (7) Waiver frequency and timing. The Plan does not ending on the date of the Participant's death. limit the number of times the Participant may revoke a waiver of the QPSA or make a new waiver during the election period. The (1) Definition of QPSA. A QPSA is an Annuity Contract election period for waiver of the QPSA ends on the date of the which is purchasable with 50% of the Participant's Vested Participant's death. A Participant's QPSA waiver election is not Account Balance (determined as of the date of the Participant's valid unless the Participant makes the waiver election after the death) and which is payable for the life of the Participant's Participant has received the QPSA notice and no earlier than the surviving spouse. first day of the Plan Year in which he/she attains age 35. However, if the Participant incurs a Separation from Service (2) Modification of QPSA. The Employer in Appendix B prior to the first day of the Plan Year in which he/she attains age may elect a different percentage (more than 50% but not 35, the Plan Administrator will accept a waiver election as to the exceeding 100%) for the QPSA. Participant's Account Balance attributable to his/her Service prior to his/her Separation from Service. In addition, if a (3) Ordering rule. The value of the QPSA is attributable Participant who has not incurred a Separation from Service to Employer Contributions, to Pre-Tax Deferrals, to Roth makes a valid waiver election, except for the age 35 Plan Year Deferrals, and to Employee Contributions in the same timing requirement above, the Plan Administrator will accept proportion as the Participant's Vested Account Balance is that election as valid, but only until the first day of the Plan Year attributable to those contributions. in which the Participant attains age 35. (4) Disposition of remaining balance. The portion of the (8) Spousal consent to waiver. A Participant's QPSA Participant's Vested Account Balance not payable as a QPSA is waiver is not valid unless the Participant's spouse (to whom the payable to the Participant's Beneficiary, in accordance with the QPSA is payable) satisfies or is excused from the consent remaining provisions of this Article VI. requirements as described in Section 6.04(A)(7) as to a QJSA, except the spouse need not consent to the method of benefit (5) Surviving spouse elections. If the Participant's Vested payable to the Designated Beneficiary. The spouse's consent to Account Balance which the Trustee would apply to purchase the the waiver of the QPSA is irrevocable, unless the Participant QPSA exceeds $5,000, the Participant's surviving spouse may revokes the waiver election. The spouse also may execute a elect to have the Trustee commence payment of the QPSA at blanket consent as to the QPSA waiver in the same manner as any time following the date of the Participant's death, but not described in Section 6.04(A)(7)(a) as to a QJSA. later than Section 6.02 requires, and may elect any of the methods of payment described in Section 6.03, in lieu of the (C) Effect of Waiver. If the Participant has in effect a valid QPSA. In the absence of an election by the surviving spouse, the waiver election regarding the QJSA or the QPSA, the Plan Plan Administrator must direct the Trustee to distribute the Administrator must direct the Trustee to distribute the QPSA on the earliest administratively practicable date following Participant's Vested Account Balance in accordance with the close of the Plan Year in which the latest of the following Sections 6.01, 6.02 and 6.03. events occurs: (a) the Participant's death; (b) the date the Plan Administrator receives notification of or otherwise confirms the (D) Loan Offset. The Plan Administrator will reduce the Participant's death; (c) the date the Participant would have Participant's Vested Account Balance by any security interest attained Normal Retirement Age; or (d) the date the Participant (pursuant to any offset rights authorized by Section 6.06) held would have attained age 62. by the Plan by reason of a Participant loan, to determine the value of the Participant's Vested Account Balance distributable (6) QPSA notice/timing. The Plan Administrator must in the form of a QJSA or QPSA, provided the loan satisfied the provide a written explanation of the QPSA to each married spousal consent requirement described in Section 7.06(D). Participant within the following period which ends last: (a) the period beginning on the first day of the Plan Year in which the (E) Effect of QDRO. For purposes of applying this Article VI, Participant attains age 32 and ending on the last day of the Plan a former spouse (in lieu of the Participant's current spouse) is the Year in which the Participant attains age 34; (b) a reasonable Participant's spouse or surviving spouse to the extent provided period after an Employee becomes a Participant; or (c) a under a QDRO described in Section 6.05. The provisions of this reasonable period after Section 6.04 of the Plan becomes Section 6.04 apply separately to the portion of the Participant's applicable to the Participant. A "reasonable period" described in Vested Account Balance subject to a QDRO and to the portion clauses (b) and (c) is the period beginning one year before and of the Participant's Vested Account Balance not subject to the ending one year after the applicable event. If the Participant QDRO. incurs a Separation from Service before attaining age 35, clauses (a), (b), and (c) do not apply and the Plan Administrator must (F) Vested Account Balance Not Exceeding $5,000. The provide the QPSA notice within the period beginning one year Trustee must distribute in a Lump-Sum a Participant's Vested before and ending one year after the Separation from Service. If Account Balance which the Trustee otherwise under Section the Participant thereafter returns to employment with the 6.04 would apply to provide a QJSA or QPSA benefit, where the Employer, the Plan Administrator will redetermine the Participant's Vested Account Balance determined under Section applicable period. The QPSA notice must describe the terms and 6.01(A)(4) does not exceed $5,000, unless the Employer elects conditions of the QPSA and of the waiver of the QPSA, to apply any lesser amount in Appendix B. comparable to the QJSA notice required under Section © 2014 Great-West Trust Company, LLC or its suppliers 66

 
Defined Contribution Prototype Plan (G) Profit Sharing Plan Exception. If this Plan is a Profit (1) Notices and order status. Upon receiving a domestic Sharing Plan, the Employer in its Adoption Agreement must relations order, the Plan Administrator promptly will notify the elect whether the preceding provisions of Section 6.04 apply to Participant and any alternate payee named in the order, in all Participants or only to Participants who are not Exempt writing, of the receipt of the order and the Plan's procedures for Participants. determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations (1) Definition of Exempt Participants. All Participants order, the Plan Administrator must determine the qualified status are Exempt Participants except the following Participants to of the order and must notify the Participant and each alternate whom Section 6.04 (excluding this Section 6.04(G)) must be payee, in writing, of the Plan Administrator's determination. The applied: (a) a Participant as respects whom the Plan is a direct or Plan Administrator must provide notice under this Section indirect transferee from a plan subject to the Code §417 6.05(C)(1) by mailing to the individual's address specified in the requirements and the Plan received the Transfer after December domestic relations order, or in a manner consistent with DOL 31, 1984, unless the Transfer is an Elective Transfer described in regulations. Section 11.06(E)(3); (b) a Participant who elects a Life Annuity distribution; or (c) a Participant whose benefits under a Defined (2) Interim amounts payable. If any portion of the Benefit Plan maintained by the Employer are offset by benefits Participant's Vested Account Balance is payable under the provided under this Plan. domestic relations order during the period the Plan Administrator is making its determination of the qualified status (2) Transfers. If a Participant receives a Transfer under of the domestic relations order, the Plan Administrator must Section 6.04(G)(1), clause (a) above and to which Section 6.04 maintain a separate accounting of the amounts payable. If the applies, the Plan Administrator may elect to apply Section 6.04 Plan Administrator determines the order is a QDRO within 18 only to the Participant's transferred balance and not to the months of the date amounts first are payable following receipt of Participant's remaining Account Balance provided that the Plan the domestic relations order, the Plan Administrator will direct Administrator accounts properly for such balances. the Trustee to distribute the payable amounts in accordance with the QDRO. If the Plan Administrator does not make its (3) Distribution to Exempt Participant. The Plan determination of the qualified status of the order within the Administrator must direct the Trustee to distribute the Exempt 18-month determination period, the Plan Administrator will Participant's Vested Account Balance in accordance with direct the Trustee to distribute the payable amounts in the Sections 6.01, 6.02 and 6.03. manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Plan Administrator later (4) Exempt Participant Beneficiary designation. See determines the order is a QDRO. Section 7.05(A)(3) as to requirements relating to a married Exempt Participant's Beneficiary designation. (3) Segregated Account. To the extent it is not inconsistent with the provisions of the QDRO, the Plan 6.05 QDRO DISTRIBUTIONS. Notwithstanding any other Administrator under Section 7.04(A)(2)(c) may direct the provision of this Plan, the Trustee, in accordance with the Trustee to segregate the QDRO amount in a Segregated direction of the Plan Administrator, must comply with the Account. The Trustee will make any payments or distributions provisions of a QDRO, as defined in Code §414(p)(1)(A), which required under this Section 6.05 by separate benefit checks or is issued with respect to the Plan. other separate distribution to the alternate payee(s). (A) Distribution at Any Time. This Plan specifically permits 6.06 DEFAULTED LOAN - TIMING OF OFFSET. If a distribution to an alternate payee under a QDRO at any time, Participant or a Beneficiary defaults on a Plan loan, the Plan irrespective of whether the Participant has attained his/her Administrator will determine the timing of the reduction (offset) earliest retirement age (as defined under Code §414(p)(4)(B)) of the Participant's Vested Account Balance in accordance with under the Plan. However, a distribution to an alternate payee this Section 6.06 and the Plan Administrator's loan policy. prior to the Participant's attainment of earliest retirement age is available only if: (1) the QDRO specifies distribution at that (A) Offset if Distributable Event. If, under the loan policy a time or permits an agreement between the Plan and the alternate loan default also is a distributable event under the Plan, the payee to authorize an earlier distribution; and (2) if the present Trustee, at the time of the loan default, will offset the value of the alternate payee's benefits under the Plan exceeds Participant's Vested Account Balance by the lesser of the $5,000, and the QDRO requires the alternate payee's consent to amount in default (including accrued interest) or the Plan's any distribution occurring prior to the Participant's attainment of security interest in that Vested Account Balance. earliest retirement age, the alternate payee gives such consent. (B) Restricted Accounts. If the loan is from a Restricted (B) Plan Terms Otherwise Apply. Except as to timing of Pension Account and the loan default is a distributable event distribution commencement under Section 6.05(A), nothing in under the loan policy, the Trustee will offset the Participant's this Section 6.05 gives a Participant or an alternate payee a right Account Balance in the manner described in Section 6.06(A) to receive a method, form or timing of distribution, to receive only if the Participant has incurred a Separation from Service or any option, or to increase benefits in a manner that the Plan does has attained Normal Retirement Age (or age 62 if earlier). If a not permit. 401(k) Plan makes the loan, to the extent the loan is attributable to the Participant's Restricted 401(k) Accounts, the Trustee will (C) QDRO Procedures. The Plan Administrator must establish not offset the Participant's Vested Account Balance prior to the reasonable procedures to determine the qualified status of a earlier of the date the Participant incurs a Severance from domestic relations order (as defined under Code §414(p)(1)(B). Employment or the date the Participant attains age 59 1/2. Consistent with its loan policy, the Plan Administrator also may © 2014 Great-West Trust Company, LLC or its suppliers 67

 
Defined Contribution Prototype Plan offset a Participant's defaulted loan upon Plan termination, (2) Deemed necessity. The following restrictions apply to provided the Participant's Account Balance is distributable upon a Participant who receives a safe harbor hardship distribution: Plan termination. (a) the Participant may not make Elective Deferrals or Employee Contributions to the Plan and other plans (described below) 6.07 HARDSHIP DISTRIBUTIONS. The Employer in its maintained by the Employer for the 6-month period (or any Adoption Agreement may elect to permit a hardship distribution longer period the Plan Administrator may specify in a hardship to an electing Participant. If the Employer elects to permit distribution policy) following the date of his/her hardship hardship distributions, the Employer, consistent with the distribution; (b) the distribution may not exceed the amount of Adoption Agreement, will elect: (i) which Accounts are the Participant's immediate and heavy financial need (including available for a hardship distribution; (ii) whether the Plan any amounts necessary to pay any federal, state or local income Administrator will administer the hardship distributions in taxes or penalties reasonably anticipated to result from the accordance with the safe harbor provisions of Section 6.07(A) or distribution); and (c) the Participant must have obtained all under the non-safe harbor provisions of Section 6.07(B); and distributions (including distribution of Code §404(k) ESOP (iii) whether the hardship distribution is an In-Service dividends), other than hardship distributions, and all nontaxable Distribution, an acceleration of a distribution occurring after loans (determined at the time of the loan) currently available Severance from Employment/Separation from Service, or both. under the Plan and all other plans (described below) maintained The Employer in its Profit Sharing Plan Adoption Agreement by the Employer. "Other plans" for purposes of clauses (a) and may elect to apply the safe harbor rules. Unless the Employer (c) means all other qualified plans and all nonqualified plans of otherwise elects on Appendix B, if the Employer elects to permit deferred compensation maintained by the Employer including a hardship acceleration of distributions after Severance from cash or deferred arrangement that is part of a cafeteria plan Employment/Separation from Service, the existence of such a under Code §125 (but excluding the mandatory employee hardship will be determined under the safe harbor rules of contribution portion of a Defined Benefit Plan or a health or Section 6.07(B). welfare benefit plan, including one that is part of a cafeteria plan). For purposes of clause (a), "other plans" also includes (A) Safe Harbor Need/Necessity. stock option, stock purchase and other similar plans maintained by the Employer. (1) Deemed immediate and heavy need. For purposes of this Plan, a safe harbor hardship distribution is a distribution on (B) Non-safe Harbor Need/Necessity. For purposes of this account of one or more of the following immediate and heavy Plan, a non-safe harbor hardship distribution is a distribution on financial needs: (a) expenses for (or necessary to obtain) account of an immediate and heavy financial need. The medical care (as defined in Code §213(d)) for the Participant, distribution cannot exceed the amount necessary to satisfy the for the Participant's spouse, or for any of the Participant's need (including any amounts necessary to pay any federal, state, dependents; (b) costs directly related to the purchase (excluding or local income taxes or penalties reasonably anticipated to mortgage payments) of a principal residence of the Participant; result from the distribution). The Plan will not make a non-safe (c) payment of post-secondary education tuition and related harbor hardship distribution if the Participant may relieve the educational fees (including room and board), for the next need from other resources that are reasonably available to the 12-month period, for the Participant, for the Participant's spouse, Participant. The Plan Administrator will administer a hardship for the Participant's children, or for any of the Participant's distribution under this Section 6.07(B) in accordance with Treas. dependents; (d) payments necessary to prevent the eviction of Reg. §1.401(k)-1(d)(3)(iv), but excluding paragraph (E) thereof. the Participant from his/her principal residence or the foreclosure of the mortgage on the Participant's principal (C) Policy/Reliance. The Plan Administrator may adopt a residence; (e) payments for the funeral or burial expenses for the uniform and nondiscriminatory policy regarding hardship Participant's deceased parent, spouse, child, or dependent; or (f) distributions including objective standards for determining expenses to repair damage to the Participant's principal whether a Participant has an immediate and heavy financial need residence that would qualify for a casualty loss deduction under and for substantiating the extent of the Participant's need. The Code §165 (determined without regard to whether the loss Plan Administrator, absent actual contrary knowledge, may rely exceeds 10% of adjusted gross income). The Plan Administrator on a Participant's written representation that the distribution is operationally may limit the deemed immediate and heavy on account of hardship (as defined in Section 6.07(A)(1)), that financial need events to only certain of the events specified as the distribution satisfies Section 6.07(B) and/or that the (a) through (f) above, upon which a Participant may elect to distribution satisfies clause (b) under 6.07(A)(2). receive a hardship distribution. As used in this Section 6.07(A)(1), the term "dependent" means a dependent as defined (D) No Counterproductive Actions. A Participant, to establish in Code §152 but for Taxable Years beginning after 2004 as necessity under either Sections 6.07(A)(2) or 6.07(B) need not applied to clause (e), means without regard to Code take counterproductive actions as would increase the financial §152(d)(1)(B) and, for purposes of clause (c), means as applied need. Such actions include, but are not limited to, being required without regard to Code §§152(b)(1) or (2) and 152(d)(1)(B). to first take a Participant loan to purchase a principal residence Notwithstanding the immediately preceding sentence, the Plan where such a loan would result in the Participant's Administrator may elect to limit the term "dependent" to those disqualification from obtaining other necessary financing. persons whom the Participant may claim as a dependent on IRS Form 1040. The administrative forms related to hardship (E) Restrictions on Amount; Grandfathered Amounts. The distributions will reflect which deemed immediate and heavy maximum amount distributable from Elective Deferrals as a financial need events, and which of these definitions of hardship distribution may not exceed the amount equal to the "dependent," the Plan Administrator has elected to apply. Participant's total Elective Deferrals as of the hardship distribution date, reduced by the amount of any Elective Deferrals previously distributed to the Participant based on © 2014 Great-West Trust Company, LLC or its suppliers 68

 
Defined Contribution Prototype Plan hardship or otherwise. QMACs and QNECs, and any Earnings non-spouse Designated Beneficiary also has rollover rights as on such contributions, and Earnings on the Participant's Elective described in Section 6.08(G). Deferrals, each credited as of December 31, 1988, or if later, by the end of the last Plan Year ending before July 1, 1989 (B) Rollover and Withholding Notice. At least 30 days but (collectively, "grandfathered amounts"), increase the amount of not more than 180 days prior to the Trustee's distribution of an the maximum available hardship distribution only if the Eligible Rollover Distribution, the Plan Administrator must Employer in Appendix B elects to include such amounts. The provide a written notice (including a summary notice as restrictions of this Section 6.07(E) do not apply to hardship permitted under applicable Treasury regulations) explaining to distributions from Nonelective Contributions, Regular Matching the distributee the rollover option, the applicability of mandatory Contributions or Additional Matching Contributions and such 20% federal income tax withholding to any amount not directly distributions also may include Earnings on such Accounts. No rolled over, and the recipient's right to roll over the distribution hardship distribution is available from Safe harbor Contribution within 60 days after the date of receipt of the distribution Accounts. ("rollover notice"). If applicable, the rollover notice also must explain the availability of income averaging and the exclusion of (F) Ordering. If the Plan permits a hardship distribution from net unrealized appreciation. A recipient of an Eligible Rollover more than one Account type, the Participant or the Plan Distribution (whether he/she elects a Direct Rollover or elects to Administrator in accordance with Section 6.03(B)(6) will receive the distribution), also may elect to receive distribution at determine the ordering of a Participant's hardship distribution any administratively practicable time which is earlier than 30 from the hardship distribution eligible Accounts, including days (but more than 7 days if Section 6.04 applies) following ordering as between the Participant's Pre-Tax Deferral Account receipt of the rollover notice. and Roth Deferral Account, if any, provided that any ordering is consistent with any restriction on hardship distributions under (1) Notice of right to defer distribution. A distribution this Section 6.07. notice must include a description of a Participant's right, if any, to defer receipt of a distribution and also must describe the (G) Prototype and Volume Submitter Plans. A Participant's consequences of failing to defer receipt of the distribution. hardship distribution made from Elective Deferrals under a Prototype Plan must comply with the safe harbor rules of (C) Default Rollover. The Plan Administrator, in the case of a Section 6.07(A). A Participant's hardship distribution made from Participant who does not respond timely to the rollover notice, the Nonelective Contribution, Regular Matching Contribution or may make a Direct Rollover of the Participant's Account (as Additional Matching Contribution Accounts under a Prototype described in Rev. Rul. 2000-36 or in any successor guidance, or Plan, as the Employer elects in its Adoption Agreement, may in any DOL guidance) in lieu of distributing the Participant's comply with the safe harbor rules of Section 6.07(A) or the Account. non-safe harbor rules of Section 6.07(B). A Volume Submitter Plan, as the Employer elects in its Adoption Agreement, may (D) Automatic Rollover. If the Employer elects in its provide hardship distributions under the safe harbor rules of Adoption Agreement to provide for Mandatory Distributions Section 6.07(A) or under the non-safe harbor hardship described in Section 6.01(A), the Plan Administrator will apply distribution rules of Section 6.07(B). this Section 6.08(D) to all Mandatory Distributions made before the Participant attains the later of age 62 or Normal Retirement (H) Beneficiary's Hardship Need. If the Employer elects in Age. The Employer in its Adoption Agreement will elect Appendix B and effective on the date specified therein which whether to apply this Section 6.08(D) to a specified amount or may not be earlier than August 17, 2006, a Participant's hardship will apply this Section only to such Mandatory Distributions event, for purposes of Section 6.07(A)(1), includes an which exceed $1,000. In the event of any Mandatory immediate and heavy financial need of a primary Individual Distribution subject to this Section 6.08(D), if the Participant Beneficiary of the Participant, that would constitute a hardship does not elect to have such distribution paid directly to an event if it occurred with respect to the Participant's spouse or Eligible Retirement Plan the Participant specifies in a Direct dependent as defined under Section 6.07(A)(1), but only as to Rollover or to receive the distribution directly in accordance the events described in Sections 6.07(A)(1)(a), (c) and (e). For with Section 6.01(A), then the Plan Administrator will pay the purposes of this Section 6.07(H), a "primary Individual distribution in a Direct Rollover to an Individual Retirement Beneficiary" is an Individual Beneficiary who has an Plan the Plan Administrator designates ("Automatic Rollover"). unconditional right to all or a portion of the Participant's Account Balance upon the Participant's death. (1) Determination of Mandatory Distribution amount. 6.08 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER (a) Rollovers count. The Plan Administrator, in DISTRIBUTIONS. determining whether a Mandatory Distribution is greater than $1,000 for purposes of this Section 6.08(D), will include the (A) Participant Election. A Participant (including for this portion of the Participant's distribution attributable to any purpose, a former Employee) may elect, at the time and in the Rollover Contribution, regardless of the Employer's Adoption manner prescribed by the Plan Administrator, to have any Agreement election to include or exclude Rollover portion of his/her Eligible Rollover Distribution from the Plan Contributions in determining a Mandatory Distribution. paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover. For purposes of this Section (b) Roth and non-Roth Accounts. In determining 6.08, a Participant includes as to their respective interests, a the Mandatory Distribution amount under this Section 6.08(D), Participant's surviving spouse and the Participant's spouse or the Plan Administrator will aggregate a Participant's Roth former spouse who is an alternate payee under a QDRO. A Deferral and all other (non-Roth) Accounts if each Account Balance exceeds $200. If either the Roth Deferral Account or © 2014 Great-West Trust Company, LLC or its suppliers 69

 
Defined Contribution Prototype Plan the total of all non-Roth Accounts is less than $200, the Plan Administrator will apply this Section 6.08(D) only to the other (3) Eligible Rollover Distribution. An Eligible Rollover Account and will not aggregate the Account Balance under $200 Distribution is any distribution of all or any portion of the with the other Account Balance. Participant's Vested Account Balance, except: (a) any distribution which is one of a series of substantially equal (2) Spousal Beneficiaries, alternate payees and Plan periodic payments (not less frequently than annually) made for termination. Except as otherwise provided in Section 7.07(B), the life (or life expectancy) of the Participant or the joint lives the Automatic Rollover provisions of this Section 6.08(D) do (or joint life expectancies) of the Participant and the Participant's not apply to spousal Beneficiaries, to alternate payees under a Beneficiary, or for a specified period of ten years or more; (b) QDRO or to distributions upon Plan termination. any RMD under Section 6.02; (c) the portion of any distribution which is not includible in gross income (except for Roth (E) Limitation on Employee Contribution and Roth Deferral Accounts, Employee Contributions and determined Rollovers. without regard to the exclusion of net unrealized appreciation with respect to employer securities); (d) any hardship (1) Employee Contributions. The non-taxable portion of distribution; (e) a corrective distribution made under Article IV; a Participant's Employee Contribution Account only may be (f) a deemed distribution resulting from a defaulted Participant transferred by means of a Direct Rollover to a qualified Defined loan which is not also an offset distribution; (g) any other Contribution Plan described in Code §§401(a) or 403(a), or for distributions described in Treas. Reg. §1.402(c)-2; and (h) as to taxable years beginning after December 31, 2006, to a Code a Direct Rollover, any distribution which otherwise would be an §403(b) plan, that agrees to account separately for amounts so Eligible Rollover Distribution, but where the total distributions transferred, including accounting separately for the portion of to the Participant during that calendar year are reasonably such distribution which is includible in gross income and the expected to be less than $200. For purposes of clause (h), a portion of such distribution which is not includible in gross Participant's Roth Deferral Account is deemed to constitute a income. The non-taxable portion of a Participant's Employee separate plan that is subject to a separate $200 limit. The Plan Contributions also may be transferred by a Direct Rollover or by Administrator, in a form on which a Participant may elect a a 60-day rollover to an Individual Retirement Plan. For purposes Direct Rollover, may restrict a Participant from directly rolling of a rollover of a distribution which includes both Employee over only a part of an Eligible Rollover Distribution where the Contributions and pre-tax amounts, the Plan Administrator will distribution amount does not exceed $500. In the case of such treat the first amounts rolled over as attributable to the pre-tax distribution exceeding $500, the Plan Administrator's form may amounts. require that any amount the Participant elects to directly roll over be equal to $500 or a lesser specified amount. (2) Roth Accounts. Except as otherwise described, the provisions of this Section 6.08(E) apply for taxable years (4) Individual Retirement Plan (or IRA). An Individual commencing on or after January 1, 2006. A Participant's Roth Retirement Plan (or IRA) is an individual retirement account Account (which may include Roth deferrals, Roth rollovers, or described in Code §408(a) or an individual retirement annuity In-Plan Roth Rollovers) may be transferred by means of a Direct described in Code §408(b), and, as the context requires, includes Rollover to a Roth plan. A Participant also may transfer the a Roth individual retirement account or a Roth individual taxable portion of his/her Roth Account by a 60-day rollover to retirement annuity. a Roth plan. A "Roth plan" means any of the following plans which accept Roth deferrals: a qualified plan described in Code (G) Non-Spouse Designated Beneficiary Direct Rollover. §401(k), a Code §403(b) plan, or commencing January 1, 2011, Unless the Employer in Appendix B elects to delay the a governmental 457(b) plan. A Participant's Roth Account also application of this Section 6.08(G) to distributions made after may be transferred by a Direct Rollover or by a 60-day rollover December 31, 2009, for distributions after December 31, 2006, a to a Roth Individual Retirement Plan. non-spouse Designated Beneficiary (including a trust which qualifies as a Designated Beneficiary), by a Direct Rollover, (F) Definitions. The following definitions apply to this Section may roll over an Eligible Rollover Distribution to an Eligible 6.08: Retirement Plan; provided that for this purpose, an Eligible Retirement Plan is an Individual Retirement Plan that the (1) Direct Rollover. A Direct Rollover is a payment by non-spouse Designated Beneficiary establishes for purposes of the Plan to the Eligible Retirement Plan the distributee specifies receiving the distribution and which is treated as an inherited in his/her Direct Rollover election or in the case of an Automatic IRA under Code §408(d)(3)(C). If a non-spouse Designated Rollover, to the Individual Retirement Plan that the Plan Beneficiary receives a distribution from the Plan, the Administrator designates. distribution is not eligible for a 60-day rollover. (2) Eligible Retirement Plan. An Eligible Retirement (1) Certain requirements not applicable before 2010. Plan is an individual retirement account described in Code Although a non-spouse Designated Beneficiary may roll over §408(a), an individual retirement annuity described in Code directly a distribution as provided in this Section 6.08(G), any §408(b), an annuity plan described in Code §403(a), a qualified distribution made prior to January 1, 2010, is not subject to the trust described in Code §401(a), an arrangement described in Direct Rollover requirements of Code §401(a)(31) (including Code §403(b), an eligible governmental deferred compensation Code §401(a)(31)(B)), the notice requirements of Code §402(f) plan described in Code §457(b), or for distributions made after or the mandatory withholding requirements of Code §3405(c), December 31, 2007, a Roth IRA described in Code §408A(b). or to the corresponding provisions of this Section 6.08. However, with regard to a Participant's Roth Deferral Account, an Eligible Retirement Plan is a Roth IRA described in Code (2) RMDs not eligible for rollover. A non-spouse §408A(b), or a Roth plan, as defined in Section 6.08(E)(2). Designated Beneficiary may not roll over an amount which is an © 2014 Great-West Trust Company, LLC or its suppliers 70

 
Defined Contribution Prototype Plan RMD. If the Participant dies before his/her RBD and the Code §401(a)(9) as in effect on December 31, 1983; (2) the non-spouse Designated Beneficiary rolls over to an IRA the Participant did not have an Account Balance as of December 31, maximum amount eligible for rollover, the Beneficiary may 1983; (3) the election does not specify the timing and form of elect to use either the Life Expectancy rule under Section the distribution and the death Beneficiaries (in order of priority); 6.02(B)(1)(d) or the 5-year rule under Section 6.02(B)(1)(c), in (4) the substitution of a Beneficiary modifies the distribution determining the RMDs from the IRA that receives the payment period; or, (5) the Participant (or Beneficiary) modifies non-spouse Beneficiary's Direct Rollover distribution. or revokes the election. In the event of a revocation, the Trustee must distribute, no later than December 31 of the calendar year 6.09 REPLACEMENT OF $5,000 AMOUNT. If the following the year of revocation, the amount which the Employer in its Adoption Agreement under Section 6.01(A)(1) Participant would have received under Section 6.02 if the elects no Mandatory Distributions or elects a Mandatory distribution designation had not been in effect or, if the Distribution amount which is less than $5,000, all other Plan Beneficiary revokes the distribution designation, the amount references to "$5,000" remain unchanged unless the Employer which the Beneficiary would have received under Section 6.02 if in Appendix B elects to apply any lesser amount. However, any the distribution designation had not been in effect. The Plan such override election does not apply to Sections 3.02(D) Administrator will apply this Section 6.10 to rollovers and (relating to Catch-Up Deferrals, 3.10 (relating to SIMPLE Plans) Transfers in accordance with Treasury Reg. §1.401(a)(9)-8. and 3.12(C)(2) (relating to Designated IRAs) and references therein remain at $5,000. If this Plan is a Restated Plan with a 6.11 DEEMED SEVERANCE DISTRIBUTIONS. The retroactive Effective Date, any Employer election under this Employer in its Adoption Agreement will elect whether to Section 6.09 must be consistent with the Plan Administrator's permit a deemed severance distribution. If the Employer elects operation of the Plan prior to the Employer's execution of its to permit a deemed severance distribution, then notwithstanding Restated Plan. Section 1.22(G), if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on 6.10 TEFRA ELECTIONS. active duty for a period of more than 30 days, the Participant will be deemed to have a Severance from Employment solely for (A) Application of Election in Lieu of Other Provisions. purposes of distribution of amounts from Contribution Types the Notwithstanding the provisions of Sections 6.01, 6.02 and 6.03, Employer has selected in the Adoption Agreement. If a if the Participant (or Beneficiary) signed a written distribution Participant elects to receive a distribution on account of this designation prior to January 1, 1984 ("TEFRA election"), the deemed severance, and the distribution includes any of the Plan Administrator must direct the Trustee to distribute the Participant's Elective Deferrals, then the individual may not Participant's Vested Account Balance in accordance with that make Elective Deferrals or Employee Contributions to the Plan election, subject however, to the Survivor Annuity requirements, during the 6-month period beginning on the date of the if applicable, of Section 6.04. distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account (B) Non-Application. This Section 6.10 does not apply to a of another Plan provision (such as a QRD), then the other Plan TEFRA election, and the Plan Administrator will not comply provision will control and the 6-month suspension will not with that election, if any of the following applies: (1) the elected apply. method of distribution would have disqualified the Plan under © 2014 Great-West Trust Company, LLC or its suppliers 71

 
Defined Contribution Prototype Plan ARTICLE VII ADMINISTRATIVE PROVISIONS 7.01 EMPLOYER ADMINISTRATIVE PROVISIONS. (B) Resignation and Removal. If the Employer, under Section (A) Information to Plan Administrator. The Employer must 1.43, appoints one or more persons to serve as Plan supply current information to the Plan Administrator, including Administrator, such person(s) shall serve until they resign by the name, date of birth, date of employment, Compensation, written notice to the Employer or until the Employer removes leaves of absence, Years of Service and date of Separation from them by written notice. In case of a vacancy in the position of Service of each Employee who is, or who will be eligible to Plan Administrator, the Employer will exercise any and all of become, a Participant under the Plan, together with any other the powers, authority, duties and discretion conferred upon the information which the Plan Administrator considers necessary to Plan Administrator pending the filling of the vacancy. administer the Plan. The Employer's records as to the information the Employer furnishes to the Plan Administrator (C) General Powers and Duties. The Plan Administrator has are conclusive as to all persons. the following general powers and duties which are in addition to those the Plan otherwise accords to the Plan Administrator: (B) Plan Contributions. The Employer is solely responsible to determine the proper amount of any Employer Contribution it (1) Eligibility/benefit determination. To determine the makes to the Plan and for the timely deposit to the Trust of the rights of eligibility of an Employee to participate in the Plan, all Employer Contributions. factual questions that arise in the course of administering the Plan, the amount of a Participant's Account Balance (based on (C) Employer Action. The Employer must take any action the value of the Trust assets, as determined by the Trustee, the under the Plan in accordance with applicable Plan provisions Custodian or the Named Fiduciary) and the Vested percentage and with proper authority such that the action is valid and is of each Participant's Account Balance. binding upon the Employer. (2) Rules/policies. To adopt rules of procedure and (D) No Responsibility for Others. Except as required under regulations or policies the Plan Administrator considers ERISA, the Employer has no responsibility or obligation under reasonable or necessary for the proper and efficient the Plan to Employees, Participants or Beneficiaries for any act administration of the Plan, provided the rules are not required of the Plan Administrator, the Trustee, the Custodian, inconsistent with the terms of the Plan, the Code, or ERISA. The or any other service provider to the Plan (unless the Employer Plan Administrator may, but is not required to reduce such rules, also serves in such capacities). regulations or policies to writing. The Plan Administrator at any time may amend or terminate prospectively any Plan policy (E) Indemnity of Certain Fiduciaries. The Employer will without the requirement of a formal Plan amendment. The indemnify, defend and hold harmless the Plan Administrator Employer or Plan Administrator also may create and modify from and against any and all loss, damages or liability to which from time to time one or more administrative checklists which the Plan Administrator may be subjected by reason of any act or are not part of the Plan, but which are for the purpose of tracking omission (except willful misconduct or gross negligence) in its certain plan operational features, to generate written policies and official capacities in the administration of this Plan or Trust or plan forms, and to facilitate proper administration of the Plan. both, including attorneys' fees and all other expenses reasonably incurred in the Plan Administrator's defense, in case the (3) Construction/enforcement. To construe and enforce Employer fails to provide such defense. The indemnification the terms of the Plan and the rules, regulations and policies the provisions of this Section 7.01(E) do not relieve the Plan Plan Administrator adopts, including discretion to interpret the Administrator from any liability the Plan Administrator may basic plan document, the Adoption Agreement and any have under ERISA for breach of a fiduciary duty. The Plan document related to the Plan's operation. Administrator and the Employer may execute a written agreement further delineating the indemnification agreement of (4) Distribution/valuation. To direct the Trustee this Section 7.01(E), provided the agreement does not violate regarding the crediting and distribution of the Trust Fund, to ERISA. The indemnification provisions of this Section 7.01(E) establish additional Valuation Dates, and to direct the Trustee to do not extend to any Trustee, third party administrator, conduct interim valuations on such Valuation Dates under Custodian or other Plan service provider unless so provided in a Section 8.02(C)(4). written agreement executed by such persons and the Employer. (5) Claims. To review and render decisions regarding a (F) Settlor Expenses. The Employer will pay all reasonable claim for (or denial of a claim for) a benefit under the Plan. Plan expenses that the Plan Administrator under Section 7.04(C) determines are "settlor expenses" under ERISA. (6) Information to Employer. To furnish the Employer with information which the Employer may require for tax or 7.02 PLAN ADMINISTRATOR. other purposes. (A) Compensation and Expenses. The Plan Administrator (7) Service providers. To engage the service of agents (and any individuals serving as Plan Administrator) will serve whom the Plan Administrator may deem advisable to assist it without compensation for services as such (unless the Plan with the performance of its duties. Administrator is not the Employer or an Employee), but the Employer or the Plan will pay all reasonable expenses of the (8) Investment Manager. If the Plan Administrator is the Plan Administrator, in accordance with Section 7.04(C)(2). Named Fiduciary (or the Named Fiduciary otherwise designates © 2014 Great-West Trust Company, LLC or its suppliers 72

 
Defined Contribution Prototype Plan the Plan Administrator to do so), to engage the services of an determine the correctness or deductibility of any Employer Investment Manager or Managers (as defined in ERISA §3(38)), Contribution. each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to (3) Reliance on information. The Plan Administrator in acquisition or disposition) of any Plan asset under such administering the Plan is entitled to, but is not required to rely Investment Manager's control. upon, information which a Participant, Beneficiary, Trustee, Custodian, the Employer, a Plan service provider or (9) Funding. As the Code or ERISA may require, to representatives thereof provide to the Plan Administrator. establish and maintain a funding policy and a funding standard account and to make credits and charges to that account. The (F) Allocation of Responsibility. If more than one person or Plan Administrator will review, not less often than annually, all entity is the Plan Administrator, then the Employer may assign pertinent Employee information and Plan data in order to certain duties between them. In that case, the assigned Plan establish the funding policy of the Plan and to determine the Administrator shall have sole responsibility for the assigned appropriate methods of carrying out the Plan's objectives. The duty and shall not have responsibility for any other duties of the Plan Administrator must communicate periodically, as it deems Plan Administrator. However, at least one person or entity appropriate, to the Trustee and to any Plan Investment Manager designated as Plan Administrator shall have and exercise all the Plan's short-term and long-term financial needs for the duties and powers of the Plan Administrator not otherwise coordination of the Plan's investment policy with Plan financial assigned. requirements. 7.03 DIRECTION OF INVESTMENT. (10) Records. To maintain Plan records and records of the Plan Administrator's activities, as necessary or appropriate for (A) Employer Direction of Investment. The Employer has the the proper administration of the Plan. right to direct the discretionary Trustee with respect to the investment and re-investment of assets comprising the Trust (11) Tax returns and other filings. To file with DOL or Fund only if and to the extent the discretionary Trustee consents IRS as may be required, the Plan's informational tax return, and in writing to permit such direction. The Employer will direct a to make such other filings as the Plan Administrator deems nondiscretionary Trustee as to the Trust Fund investments in necessary or appropriate. accordance with Article VIII unless an Investment Manager, the Participants or the Named Fiduciary are directing the (12) Notices and disclosures. To give and to make to nondiscretionary Trustee as to such investments. Participants and to other parties, all Plan related notices and disclosures. (B) Participant/Beneficiary Direction of Investment. The Plan Administrator may adopt a policy to permit Participants to (13) Overpayment. To seek return from a Participant or direct the investment of one or more of their Plan Accounts, Beneficiary of any distributed amount which exceeds their subject to the provisions of this Section 7.03(B). The Plan distributable Vested Account Balance (or exceeds the amount Administrator may impose reasonable and nondiscriminatory which otherwise should have been distributed) and to allocate administrative conditions on the Participants' ability to direct any recovered overpayment in accordance with the Plan terms. their Account investments. For purposes of this Section 7.03(B), a Participant includes a Beneficiary where the Beneficiary has (14) Catch-all. To make any other determinations and succeeded to the Participant's Account and where the Plan undertake any other actions the Plan Administrator in its Administrator's policy affords the Beneficiary self-direction discretion believes are necessary or appropriate for the rights. However, under the Plan Administrator's policy a administration of the Plan (except to the extent that the Beneficiary may or may not have the same direction of Employer provides express contrary direction) and to otherwise investment rights as a Participant. administer the Plan in accordance with the Plan terms. (1) Trustee authorization and procedures. Under any (D) 401(k) Plan Elective Deferrals. If the Plan is a 401(k) Plan Administrator policy permitting Participant direction of Plan, the Plan Administrator may adopt such policies regarding investment, the Trustee must consent in writing to permit such Elective Deferrals as it deems necessary or appropriate to direction. If the Employer, in its Adoption Agreement, administer the Plan. The Plan Administrator also will prescribe a designates the Trustee as a nondiscretionary Trustee, the Salary Reduction Agreement form for use by Participants. See Employer may direct the Trustee to consent to Participant Section 1.57. direction of investment. If the Trustee consents to Participant direction of investment, the Trustee only will accept direction (E) Limitations on Plan Administrator Responsibility. from each Participant (or from the Participant's properly appointed independent investment adviser, financial planner or (1) Acts of others. Except as required under ERISA, the legal representative) on a written direction of investment form Plan Administrator has no responsibility or obligation under the the Plan Administrator or Trustee provides or otherwise Plan to Participants or Beneficiaries for any act required of the approves for this purpose. The Trustee may establish written Employer, the Trustee, the Custodian or any other service procedures relating to Participant direction of investment under provider to the Plan (unless the Plan Administrator also serves in this Section 7.03(B) as are not inconsistent with the Plan such capacities). Administrator's policy regarding Participant direction, including procedures or conditions for electronic transfers or for changes (2) Plan contributions. The Plan Administrator is not in investments by Participants or by their properly appointed responsible for collecting any required Plan contribution or to independent investment advisers, financial planners or legal representatives. The Plan Administrator will maintain, or direct © 2014 Great-West Trust Company, LLC or its suppliers 73

 
Defined Contribution Prototype Plan the Trustee to maintain, an appropriate Account designated in accrual and allocation in accordance with the Plan terms, or for the name of the Plan or Trust and for the benefit of the other special items as the Plan Administrator determines is Participant, to the extent a Participant's Account is subject to necessary and appropriate for proper plan administration. Participant self-direction. Such an Account is a Participant-Directed Account under Section 7.04(A)(2)(b). (1) By Contribution Type. The Plan Administrator, will establish Plan Accounts for each Participant as necessary to (2) ERISA §404(c). No Plan fiduciary (including the reflect his/her Accounts attributable to the following Employer and Trustee) is liable for any loss or for any breach Contribution Types and the Earnings attributable thereto: resulting from a Participant's or Beneficiary's direction of the Pre-Tax Deferrals, Roth Deferrals, Regular Matching investment of any part of his/her directed Account to the extent Contributions, Nonelective and other Employer Contributions, the Participant's or Beneficiary's exercise of his/her right to QNECs, QMACs, Safe Harbor Contributions, Additional direct the investment of his/her Account satisfies the Matching Contributions, Rollover Contributions (including Roth requirements of ERISA §404(c). versus pre-tax amounts), In-Plan Roth Rollover Contributions, Transfers, SIMPLE Contributions, Prevailing Wage (3) Participant loans. As part of any loan policy the Plan Contributions, Employee Contributions, DECs and Designated Administrator establishes under Section 7.06, the Plan IRA Contributions. Administrator under Section 7.06(E) may treat a Plan loan made to a Participant as a Participant direction of investment, even if (2) By investment account type. The Plan Administrator the Plan Administrator has not adopted a policy permitting will establish separate Accounts for each Participant as Participants to direct their own Account investments. necessary to reflect his/her investment account types as described below: (4) Investment services programs. The Plan Administrator, as part of its Participant direction policy under (a) Pooled Accounts. A Pooled Account is an this Section 7.03(B), may permit Participants to appoint an Account which for investment purposes is not a Segregated Investment Manager or Managers, which may be the Trustee, Account or a Participant-Directed Account. If any or all Plan Custodian or an affiliate thereof, to render investment allocation investment Accounts are Pooled Accounts, each Participant's services, investment advice or management services Account has an undivided interest in the assets comprising the (collectively, an "investment services program") to the Pooled Account. In a Pooled Account, the value of each appointing Participants. Participant's Account Balance consists of that proportion of the net worth (at fair market value) of the Trust Fund which the net (5) Failure to give direction/default investments. If a credit balance in his/her Account (exclusive of the cash value of Participant fails to give direction as to the investment of his/her incidental benefit insurance contracts) bears to the total net Account or of any portion thereof which is subject to Participant credit balance in the Accounts (exclusive of the cash value of direction, the Trustee (or other applicable Plan fiduciary) may the incidental benefit insurance contracts) of all Participants plus invest the undirected Account assets in one or more default the cash surrender value of any incidental benefit insurance investments of the Trustee's (or other applicable Plan contracts held by the Trustee on the Participant's life. fiduciary's) choosing. Any such default investments may, but are not required to comply with ERISA Section 404(c)(5) and the (b) Participant-Directed Accounts. A regulations thereunder, relating to qualified default investment Participant-Directed Account is an Account that the Plan alternatives (QDIA). Administrator establishes and maintains or directs the Trustee to establish and maintain for a Participant to invest in one or more (C) Direction Consistent with Plan. To constitute a proper assets that are not pooled assets held by the Trust, such as assets direction, any direction of investment given to the Trustee or in a brokerage account or other property in which other Custodian under the Plan must be in accordance with the Plan Participants do not have any interest. As the Plan Administrator terms and must not be contrary to ERISA. determines, a Participant-Directed Account may provide for a limited number and type of investment options or funds, or may 7.04 ACCOUNT ADMINISTRATION, VALUATION be open-ended and subject only to any limitations imposed by AND EXPENSES. ERISA. A Participant may have one or more Participant-Directed Accounts in addition to Pooled or (A) Individual Accounts. The Plan Administrator, as Segregated Accounts. A Participant-Directed Account is necessary for the proper administration of the Plan, will credited and charged with the Earnings under Section maintain, or direct the Trustee to maintain, a separate Account, 7.04(B)(4)(e). As of each Valuation Date, the Plan or multiple Accounts, in the name of each Participant to reflect Administrator must reduce a Participant-Directed Account for the Participant's Account Balance under the Plan. The Plan any forfeiture arising from Section 5.07 after the Plan Administrator will make its allocations of Employer Administrator has made all other allocations, changes or Contributions and of Earnings, or will request the Trustee to adjustments to the Account (excluding Earnings) for the make such allocations, to the Accounts of the Participants as Valuation Period. necessary to maintain proper Plan records and in accordance with the applicable: (i) Contribution Types under Section (c) Segregated Accounts. A Segregated Account is 7.04(A)(1); (ii) allocation conditions under Section 3.06; (iii) an Account the Plan Administrator establishes and maintains or investment account types under Section 7.04(A)(2); and (iv) directs the Trustee to establish and maintain for a Participant: (i) Earnings allocation methods under Section 7.04(B). The Plan as the result of a cash-out repayment under Section 5.04; (ii) to Administrator may also maintain, or direct the Trustee to facilitate installment payments under Section 6.03; (iii) to hold a maintain, a separate temporary Account for Participant QDRO amount under Section 6.05; (iv) to prevent a distortion of forfeitures which occur during a Plan Year, pending their Plan Earnings allocations; or (v) for such other purposes as the © 2014 Great-West Trust Company, LLC or its suppliers 74

 
Defined Contribution Prototype Plan Plan Administrator may direct. A Segregated Account receives Participant-Directed Account method, or other method the all income it earns and bears all expense or loss it incurs. The Employer elects under its Adoption Agreement. The Employer Trustee will invest the assets of a Segregated Account consistent in its Adoption Agreement may elect alternative methods under with the purpose for which the Plan Administrator or Trustee which the Plan Administrator will allocate the Earnings to the established the Account. As of each Valuation Date, the Plan Accounts reflecting different Contribution Types or investment Administrator must reduce a Segregated Account for any Account types which the Plan Administrator maintains under the forfeiture arising under Section 5.07 after the Plan Administrator Plan. The Plan Administrator first will adjust the Participant has made all other allocations, changes or adjustments to the Accounts, as those Accounts stood at the beginning of the Account (excluding Earnings) for the Valuation Period. current Valuation Period, by reducing the Accounts for any forfeitures, distributions, and loan disbursement payments (3) Amount of Account/distributions. The amount of a arising under the Plan, for expenses charged during the Participant's Account, as determined by the Plan Administrator, Valuation Period to the Accounts in accordance with Section is equal to the sum of all contributions, Earnings and other 7.04(C)(2)(b) (expenses directly related to a Participant's additions credited to the Account, less all distributions Account) and Section 9.01 (relating to insurance premiums), and (including distributions to Beneficiaries and to alternate payees for the cash value of incidental benefit insurance contracts. The and also including disbursement of Plan loan proceeds), Plan Administrator then, subject to the restoration allocation expenses and other charges against the Account as of a requirements of the Plan, will allocate Earnings under the Valuation Date or other relevant date. For purposes of a applicable valuation method. distribution under the Plan, the amount of a Participant's Account Balance is determined based upon its value on the (a) Daily valuation method. If the Employer in its Valuation Date immediately preceding or coinciding with the Adoption Agreement elects to apply the daily valuation method, date of the distribution. If any or all Plan investment Accounts the Plan Administrator will allocate Earnings on each day of the are Participant-Directed Accounts, the directing Participant's Plan Year for which Plan assets are valued on an established Account Balance consists of the assets held within the market and the Trustee is conducting business. Under the daily Participant-Directed Account and the value of the Account is valuation method, all assets subject to such method are subject to determined based upon the fair market value of such assets. daily valuation. The assets may be held in Participant-Directed Accounts or in Accounts which are subject to Trustee or other (4) Account statements. As soon as practicable after the fiduciary investment direction. Accounting Date of each Plan Year and any other date that ERISA requires, the Plan Administrator will deliver within any (b) Balance forward method. If the Employer in its time prescribed by ERISA, to each Participant (and to each Adoption Agreement elects to apply the balance forward Beneficiary) a statement reflecting the amount of his/her method, the Plan Administrator will allocate Earnings pro rata to Account Balance in the Trust as of the statement date or most the adjusted Participant Accounts, since the last Valuation Date. recent Valuation Date. The statement will also include any and all other information as of that date that ERISA may require. No (c) Balance forward with adjustment method. If Participant, except the Plan Administrator/Participant or the Employer in its Adoption Agreement elects to apply the Trustee/Participant, has the right to inspect the records reflecting balance forward with adjustment method, the Plan Administrator the Account of any other Participant. will allocate pursuant to the balance forward method, except it will treat as part of the relevant Account at the beginning of the (B) Allocation of Earnings. This Section 7.04(B) applies Valuation Period the percentage of the contributions made as the solely to the allocation of Earnings of the Trust Fund. The Plan Employer elects in its Adoption Agreement, during the Administrator will allocate Employer Contributions and Valuation Period the Employer elects in its Adoption Participant forfeitures, if any, in accordance with Article III. Agreement. (1) Allocate as of Valuation Date. As of each Valuation (d) Weighted average method. If the Employer in Date, the Plan Administrator must adjust Accounts to reflect its Adoption Agreement elects to apply a weighted average Earnings for the Valuation Period since the last Valuation Date. allocation method, the Plan Administrator will allocate pursuant to the balance forward method, except it will treat a weighted (2) Definition of Valuation Date. A Valuation Date portion of the applicable contributions as if includible in the under this Plan is each: (a) Accounting Date; (b) Valuation Date Participant's Account as of the beginning of the Valuation the Employer elects in its Adoption Agreement; or (c) Valuation Period. The weighted portion is a fraction, the numerator of Date the Plan Administrator establishes under Section which is the number of months in the Valuation Period, 7.02(C)(4). The Employer in its Adoption Agreement or the excluding each month in the Valuation Period which begins Plan Administrator may elect alternative Valuation Dates for the prior to the contribution date of the applicable contributions, and different Contribution Types which the Plan Administrator the denominator of which is the number of months in the maintains under the Plan. Valuation Period. The Employer in its Adoption Agreement may elect to substitute a weighting period other than months for (3) Definition of Valuation Period. The Valuation purposes of this weighted average allocation. Period is the period beginning on the day after the last Valuation Date and ending on the current Valuation Date. (e) Participant-Directed Account method. The Employer in its Adoption Agreement must elect to apply the (4) Allocation methods. The Plan Administrator will Participant-Directed Account method to any allocate Earnings to the Participant Accounts in accordance with Participant-Directed Account under the Plan. See Sections the daily valuation method, balance forward method, balance 7.03(B) and 7.04(A)(2)(b). Under the Participant-Directed forward with adjustment method, weighted average method, Account method: (i) each Participant-Directed Account is © 2014 Great-West Trust Company, LLC or its suppliers 75

 
Defined Contribution Prototype Plan credited and charged with the Earnings such Account generates; Adoption Agreement must elect the method the Plan (ii) the Employer's election, if any, in its Adoption Agreement of Administrator will apply to allocate Earnings to such another method for the allocation of Earnings will not apply to contributions made during the Plan Year and must elect any any Participant-Directed Account; and (iii) the alternative Valuation Dates for the different Account types Participant-Directed Account may be valued as often as daily, which the Plan Administrator maintains under the Plan. but will be valued at least annually, and all assets in the Account are not necessarily valued on the same frequency. An Account (C) Plan Expenses. The Plan Administrator consistent with which is subject to the Participant-Directed Account method ERISA must determine whether a particular Plan expense is a includes an individual brokerage account or similar account in settlor expense which the Employer must pay. title to the Trustee for the benefit of the Participant. (1) Employer election as to non-settlor expenses. The (5) Special Earnings allocation rules. Employer will direct the Plan Administrator as to whether the Employer will pay any or all non-settlor reasonable Plan (a) Code §415 Excess Amounts. An Excess Amount expenses or whether the Plan must bear the expense. described in Article IV does not share in the allocation of Earnings described in this Section 7.04(B). (2) Allocation of Plan expense. As to any and all non-settlor reasonable Plan expenses, including Trustee fees, (b) Contributions prior to accrual or precise which the Employer determines that the Plan will pay, the Plan determination. If the Employer in its Adoption Agreement Administrator has discretion: (i) to determine which of such elects to impose one or more allocation conditions under Section expenses will charged to the Plan as a whole and the method of 3.06 and the Employer contributes to the Plan amounts which at allocating such Plan expenses under Section 7.04(C)(2)(a); (ii) the time of the contribution have not accrued under the Plan to determine which of such expenses the Plan will charge to an terms ("pre-accrual contributions"), the Trustee may hold the individual Participant's Account under Section 7.04(C)(2)(b); pre-accrual contributions in the Trust and may invest such and (iii) to adopt an expense policy regarding the foregoing. The contributions as the Trustee (or other applicable Plan fiduciary) Plan Administrator must exercise its discretion under this determines, pending accrual and allocation to Participant Section 7.04(C)(2) in a reasonable, uniform and Accounts. When the Plan Administrator allocates to Participants nondiscriminatory manner. The Plan Administrator will direct who have satisfied the Plan's allocation conditions the the Trustee to pay from the Trust and to charge to the overall Employer's pre-accrual contributions, the Plan Administrator Plan or to particular Participant Accounts the expenses under also will allocate the Earnings thereon pro rata in relation to this Section 7.04(C)(2) in accordance with the Plan each Participant's share of the pre-accrual contribution. The Plan Administrator's election of expense charging method or policy. Administrator also may elect to apply this Section 7.04(B)(5)(b) to any other situation in which the Plan Administrator cannot (a) Charge to overall Plan (pro rata or per determine precisely the amount a Participant's allocation as of capita). If the Plan Administrator charges a Plan expense to the the date that the Employer makes an Employer Contribution Accounts of all Participants, the Plan Administrator may (excluding Elective Deferrals) to the Trust. The Employer in allocate the Plan expense either pro rata in relation to the total Appendix B may elect an alternative nondiscriminatory method balance in each Account on the date the expense is allocated to allocate the Earnings attributable to contributions described in (using the balance determined as of the most recent Valuation this Section 7.04(B)(5)(b). Date) or per capita (an equal amount) to each Participant's Account. (c) Forfeitures prior to accrual/allocation. The Trustee (or other applicable Plan fiduciary) will direct the (b) Charge to individual Participant Accounts. investment of any separate temporary forfeiture Account created The Plan Administrator may charge a Participant's Account for under Section 7.04(A). As of each Accounting Date, or interim any reasonable Plan expenses directly related to that Account, Valuation Date, if applicable, the Plan Administrator will including, but not limited to the following categories of fees or allocate the Earnings from the temporary forfeiture Account, if expenses: distribution, loan, acceptance of rollover, QDRO, any, to the Accounts of the Participants in accordance with the "lost Participant" search, account maintenance, brokerage provisions of Section 7.04(B)(4), or will allocate such Earnings accounts, investment management and benefit calculations. The in the same manner as Earnings on pre-accrual contributions Plan Administrator may charge a Participant's Account for the under Section 7.04(B)(5)(b). reasonable expenses incurred in connection with the maintenance of or a distribution from that Account even if the (d) Accounting after Forfeiture Break in Service. charging of such expenses would result in the elimination of the If a Participant re-enters the Plan subsequent to his/her having a Participant's Account or in the Participant's not receiving an Forfeiture Break in Service (as defined in Section 5.06(B)), the actual distribution. However, if the actual Account expenses Plan Administrator, or the Trustee, must maintain a separate exceed the Participant's Account Balance, the Plan Account for the Participant's pre-Forfeiture Break in Service Administrator will not charge the Participant outside of the Plan Account Balance and a separate Account for his post-Forfeiture for such excess expenses. Break in Service Account Balance, unless the Participant's entire Account Balance under the Plan is 100% Vested. (c) Participant's direct payment of investment expenses. The Plan Administrator may permit Participants to (e) Coordination of allocation and valuation pay directly (outside the Plan) to the service provider Plan elections. If the Plan is a 401(k) Plan that provides for Elective expenses such as investment management fees, provided such Deferrals, if the Plan permits Employee Contributions, or if the expenses: (i) would be properly payable either by the Employer Plan allocates Nonelective or Matching Contributions as of any or the Plan and are not "settlor" expenses payable exclusively by date other than the last day of the Plan Year, the Employer in its the Employer; (ii) are not paid by the Employer or by the Plan; © 2014 Great-West Trust Company, LLC or its suppliers 76

 
Defined Contribution Prototype Plan and (iii) are not intrinsic to the value of the Plan assets as Administrator will prescribe the form for the Participant's described in Rev. Rul. 86-142 or in any successor ruling. This written designation of Beneficiary and, upon the Participant's Section 7.04(C)(2)(c) does not permit a Participant to reimburse proper completion and filing of the form with the Plan the Plan for expenses the Plan previously has paid. To the extent Administrator, the form effectively revokes all designations filed a Participant does not pay an expense the Participant may pay prior to that date by the same Participant. This Section 7.05(A) according to this Section 7.04(C)(2)(c), the Plan Administrator also applies to the interest of a deceased Beneficiary or a will charge the expense under Sections 7.04(C)(2)(a) or deceased alternate payee where the Beneficiary or alternate 7.04(C)(2)(b) in accordance with the Plan Administrator's payee has designated a Beneficiary. expense policy. (1) Automatic revocation of spousal designation. A (d) Charges to former Employee-Participants. The divorce decree revokes the Participant's prior designation, if any, Plan Administrator may charge reasonable Plan expenses to the of his/her spouse or former spouse as his/her Beneficiary under Accounts of former Employee-Participants, even if the Plan the Plan unless: (a) a QDRO provides otherwise; or (b) the Administrator does not charge Plan expenses to the Accounts of Employer in Appendix B elects otherwise. This Section current Employee-Participants. The Plan Administrator may 7.05(A)(1) applies solely to a Participant whose divorce charge different amounts or types of reasonable Plan expenses to becomes effective on or after the date the Employer executes the Accounts of former Employee-Participants, versus what it this Plan unless: (i) the Plan is a Restated Plan and the prior Plan charges to the Accounts of current Employee-Participants. The contained a provision to the same effect; or (ii) regardless of the Plan Administrator may charge the Accounts of former application of (i), the Employer in Appendix A provides for a Employee-Participants by applying one of the Section special Effective Date for this Section 7.05(A)(1). 7.04(C)(2)(a) or (b) methods. (2) Coordination with QJSA/QPSA requirements. If (e) ERISA compliance. This Section 7.04(C) does Section 6.04 applies to the Participant, this Section 7.05 does not not authorize the Plan to charge a Participant for information impose any special spousal consent requirements on the that ERISA requires the Plan to furnish free of charge upon the Participant's Beneficiary designation unless the Participant Participant's request. In addition, the Plan Administrator as waives the QJSA or QPSA benefit. If the Participant waives the ERISA may require, must disclose the nature of any Plan QJSA or QPSA benefit without spousal consent to the expenses and the manner of charging of any Plan expenses to Participant's Beneficiary designation: (a) any waiver of the the Plan or to particular Participant Accounts and must apply its QJSA or of the QPSA is not valid; and (b) if the Participant dies expense policy in a manner which is consistent with ERISA. prior to his/her Annuity Starting Date, the Participant's Beneficiary designation will apply only to the portion of the (D) ERISA Fee Recapture Account. The Plan Administrator death benefit which is not payable as a QPSA. Regarding clause in its discretion may use an ERISA Fee Recapture Account to (b), if the Participant's surviving spouse is a primary Beneficiary pay non-settlor Plan Expenses and may allocate funds in the under the Participant's Beneficiary designation, the Trustee will ERISA Recapture Account (or excess funds therein after satisfy the spouse's interest in the Participant's death benefit first payment of Plan Expenses) as Earnings. The Plan Administrator from the portion which is payable as a QPSA. will exercise its discretion in a reasonable, uniform and nondiscriminatory manner. (3) Profit Sharing Plan exception. If the Plan is a Profit Sharing Plan which the Employer under Section 6.04(G) has (1) Definition of ERISA Fee Recapture Account. An elected in its Adoption Agreement to exempt all Exempt ERISA Fee Recapture Account is an account designated to Participants from the QJSA and QPSA requirements of Section receive amounts which a Plan service provider receives in the 6.04, the Beneficiary designation of a married Exempt form of 12b-1 fees, sub-transfer agency fees, shareholder Participant, as described in Section 6.04(G), is not valid unless servicing fees or similar amounts (also known as "revenue the Participant's spouse consents (in the manner described in sharing"), which the service provider receives from a source Section 6.04(A)(7)) to the Beneficiary designation. The spousal other than the Plan and which the service provider may remit to consent requirement in this Section 7.05(A)(3) does not apply if the Plan. the Participant's spouse is the Participant's sole primary Beneficiary. A "sole primary Beneficiary" is the individual who (E) Late Trading and Market Timing Settlement. In the has an unconditional right to all of the Participant's Account event the Plan becomes entitled to a settlement from a mutual Balance upon the Participant's death. fund or other investment relating to late trading, market timing or other activities, the Plan Administrator will allocate the (a) One-Year Marriage Rule. The Employer in its settlement proceeds to Participants and Beneficiaries in Adoption Agreement will elect whether to apply the "one-year accordance with FAB 2006-01. marriage rule". If the Employer elects to apply the one-year marriage rule, the spousal consent requirement of this Section 7.05 PARTICIPANT ADMINISTRATIVE PROVISIONS. 7.05(A)(3) does not apply unless the Exempt Participant and his/her spouse were married throughout the one year period (A) Beneficiary Designation. A Participant from time to time ending on the date of the Participant's death. If the Employer may designate, in writing, any person(s) (including a trust or elects to apply the one-year marriage rule under this Section other entity), contingently or successively, to whom the Trustee 7.05(A)(3), but the Participant is not an Exempt Participant will pay all or any portion of the Participant's Vested Account (such that the QJSA and QPSA requirements apply to the Balance (including any life insurance proceeds payable to the Participant), the one-year marriage rule under Section 6.04(B) Participant's Account) in the event of death. A Participant under applies only to the QPSA. Section 6.03(B)(1) also may designate the method of distribution of his/her Account to the Beneficiary. The Plan © 2014 Great-West Trust Company, LLC or its suppliers 77

 
Defined Contribution Prototype Plan (4) Limitation on frequency of Beneficiary changes. A (E) Simultaneous Death of Participant and Beneficiary. If a Participant may change his/her Beneficiary in accordance with Participant and his/her Beneficiary should die simultaneously, or this Section 7.05(A) as often as the Participant wishes, unless under circumstances that render it difficult or impossible to the Employer in Appendix B elects to impose a minimum time determine who predeceased the other, then unless the interval between changes, but with an exception for certain Participant's Beneficiary designation otherwise specifies, the major life events, such as death of a Beneficiary, divorce and Plan Administrator will presume conclusively that the other such events as the Plan Administrator reasonably may Beneficiary predeceased the Participant. determine. (F) Incapacitated Participant or Beneficiary. If, in the (5) Definition of spouse. The Employer in Appendix B opinion of the Plan Administrator, a Participant or Beneficiary may define the term "spouse" for all Plan purposes. entitled to a Plan distribution is not able to care for his/her affairs because of a mental condition, a physical condition, or by (B) Default Beneficiary. If: (i) a Participant fails to name a reason of age, at the direction of the Plan Administrator, the Beneficiary in accordance with Section 7.05(A); or (ii) the Trustee will make the distribution to the Participant's or Beneficiary (and all contingent or successive Beneficiaries) Beneficiary's guardian, conservator, trustee, custodian whom the Participant designates predecease the Participant, are (including under a Uniform Transfers or Gifts to Minors Act) or invalid for any reason, or disclaim the Participant's Vested to his/her attorney-in-fact or to other legal representative, upon Account Balance and the Plan Administrator has accepted the furnishing evidence of such status satisfactory to the Plan disclaimers as valid, then the Trustee (subject to any contrary Administrator and to the Trustee. The Plan Administrator and provision in Appendix B under Section 7.05(C)) will distribute the Trustee do not have any liability with respect to payments so the Participant's Vested Account Balance in accordance with made and neither the Plan Administrator nor the Trustee has any Section 6.03 in the following order of priority to: duty to make inquiry as to the competence of any person entitled to receive payments under the Plan. (1) Spouse. The Participant's surviving spouse (without regard to the one-year marriage rule of Sections 6.04(B) and (G) Assignment or Alienation. Except as provided in Code 7.05(A)(3)(a)), except where the spouse would be revoked as §414(p) relating to QDROs (or a domestic relations order Beneficiary under Section 7.05(A)(1), had the Participant named entered into before January 1, 1985) and in Code §401(a)(13) the spouse as Beneficiary; and if no surviving spouse to relating to certain voluntary, revocable assignments, judgments and settlements, neither a Participant nor a Beneficiary may (2) Descendants. The Participant's children (including anticipate, assign or alienate (either at law or in equity) any adopted children), in equal shares by right of representation (one benefit provided under the Plan, and the Trustee will not share for each surviving child and one share for each child who recognize any such anticipation, assignment or alienation. predeceases the Participant with living descendants); and if none Except as provided by Code §401(a)(13), a benefit under the to Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process. (3) Parents. The Participant's surviving parents, in equal shares; and if none to (H) Information Available. Any Participant or Beneficiary without charge may examine the Plan description, copy of the (4) Estate. The Participant's estate. latest annual report, any bargaining agreement, this Plan and Trust, and any contract or any other instrument which relates to (C) Administration of Default Provision. The Employer in the establishment or administration of the Plan or Trust. The Appendix B may specify a different list or ordering of the list of Plan Administrator will maintain all of the items listed in this default beneficiaries than under Section 7.05(B); provided Section 7.05(H) in its office, or in such other place or places as however, that if the Plan is a Profit Sharing Plan, and the Plan it may designate from time to time in order to comply with includes Exempt Participants, as to such Exempt Participants, ERISA, for examination during reasonable business hours. Upon the Employer may not specify a different default Beneficiary list the written request of a Participant or a Beneficiary, the Plan or order unless the Participant's surviving spouse will be the sole Administrator must furnish the Participant or Beneficiary with a primary Beneficiary. The Plan Administrator will direct the copy of any item listed in this Section 7.05(H). The Plan Trustee as to the distribution method and to whom the Trustee Administrator may impose a reasonable copying charge upon will make the distribution under Section 7.05(B). the requesting person. (D) Death of Beneficiary. If the Beneficiary survives the (I) Claims Procedure for Denial of Benefits. A Participant or Participant, but dies prior to distribution of the Participant's a Beneficiary may file with the Plan Administrator a written entire Vested Account Balance, the Trustee will distribute the claim for benefits, if the Participant or the Beneficiary disputes remaining Vested Account Balance in the same manner as the Plan Administrator's determination regarding the described in Sections 7.05(B) and (C) (applied as though the Participant's or Beneficiary's Plan benefit. However, the Plan Beneficiary were the Participant) unless: (1) the Participant's will distribute only such Plan benefits to Participants or Beneficiary designation provides otherwise; or (2) the Beneficiaries as the Plan Administrator in its discretion Beneficiary has properly designated a beneficiary. A Beneficiary determines a Participant or Beneficiary is entitled to receive. only may designate a beneficiary for the Participant's Account The Plan Administrator will create a written claims procedure as Balance remaining at the Beneficiary's death if the Participant part of (or which accompanies) the Plan's summary plan has not previously designated a successive contingent description. This Section 7.05(I) specifically incorporates the beneficiary and the Beneficiary's designation otherwise written claims procedure as from time to time published by the complies with the Plan terms. Plan Administrator as a part of the Plan, except that the Plan Administrator may amend the claims procedure without regard © 2014 Great-West Trust Company, LLC or its suppliers 78

 
Defined Contribution Prototype Plan to Section 11.02. If the Plan Administrator pursuant to the Plan's Restricted Pension Accounts under Section 6.01(C)(4) which the written claims procedure makes a final written determination Participant used to secure his/her loan and which are not then denying a Participant's or Beneficiary's benefit claim, the distributable at the time of default. See Section 6.06. Participant or Beneficiary to preserve the claim must file an action with respect to the denied claim not later than 180 days (D) QJSA/QPSA Requirements. If the QJSA/QPSA following the date of the Plan Administrator's final written requirements of Section 6.04 apply to the Participant, the determination. Participant may not pledge any portion of his/her Account Balance that is subject to such requirements as security for a (J) Inability to Determine Beneficiary. In the event that the loan unless, within the 180 day period ending on the date the Plan Administrator is unable to determine the identity of a pledge becomes effective, the Participant's spouse, if any, Participant's Beneficiary under circumstances of competing consents (in a manner described in Section 6.04 other than the claims or otherwise, the Plan Administrator may file an requirement relating to the consent of a subsequent spouse) to interpleader action seeking an order of the court as to the the security or, by separate consent, to an increase in the amount determination of the Beneficiary. The Plan Administrator, the of security. See Section 6.04(D) regarding the affect of an Trustee and other Plan fiduciaries may act in reliance upon any outstanding loan pledge on the QJSA or QPSA benefit. proper order issued under this Section 7.05(J) in maintaining, distributing or otherwise disposing of a Participant's Account (E) Treatment of Loan as Participant-Directed. The Plan under the Plan terms, to any Beneficiary specified in the court's Administrator, to the extent provided in a written loan policy order. and consistent with Section 7.03(B)(3), will treat a Plan loan made to a Participant as a Participant-Directed Account, even if 7.06 PLAN LOANS. the Plan otherwise does not permit a Participant to direct his/her Account investments. Where a loan is treated as a (A) Loan Policy. The Plan Administrator, at any time and in its Participant-Directed Account, the borrowing Participant's sole discretion, may establish, amend or terminate a policy Account alone shares in any interest paid on the loan, and the which the Trustee must observe in making Plan loans, if any, to Account alone bears any expense or loss it incurs in connection Participants and to Beneficiaries. If the Plan Administrator with the loan. The Trustee may retain any principal or interest adopts a loan policy, the loan policy must be nondiscriminatory paid on the borrowing Participant's loan in a Segregated and must be in writing. The policy must include: (1) the identity Account (as described in Section 7.04(A)(2)(c)) on behalf of the of the person or positions authorized to administer the borrowing Participant until the Trustee (or the Named Fiduciary, Participant loan program; (2) the procedure for applying for a in the case of a nondiscretionary Trustee) deems it appropriate to loan; (3) the criteria for approving or denying a loan; (4) the add the loan payments to the Participant's Account under the limitations, if any, on the types and amounts of loans available; Plan. (5) the procedure for determining a reasonable rate of interest; (6) the types of collateral which may secure the loan; and (7) the 7.07 LOST PARTICIPANTS. If the Plan Administrator is events constituting default and the steps the Plan will take to unable to locate any Participant or Beneficiary whose Account preserve Plan assets in the event of default. A loan policy the becomes distributable under the Plan or if the Plan has made a Plan Administrator adopts under this Section 7.06(A) is part of distribution, but the Participant for any reason does not cash the the Plan, except that the Plan Administrator may amend or distribution check (a "lost Participant"), the Plan Administrator terminate the policy without regard to Section 11.02. will apply the provisions of this Section 7.07. The provisions of this Section 7.07 no longer apply if the Plan Administrator, prior (B) Requirements for Plan Loans. The Trustee, as directed by to taking action to dispose of the lost Participant's Account the Plan Administrator will make a Plan loan to a Participant or under Section 7.07(A)(2) or 7.07(B)(2), is able to complete the to a Beneficiary in accordance with the loan policy, under distribution. Section 7.06(A), provided: (1) loans are available to all Participants and Beneficiaries on a reasonably equivalent basis (A) Ongoing Plan. The provisions of this Section 7.07(A) and are not available in a greater amount for HCEs than for apply if the Plan is ongoing. NHCEs; (2) the loan is adequately secured and bears a reasonable rate of interest; (3) the loan provides for repayment (1) Attempt to Locate. The Plan Administrator must within a specified time (except that the loan policy may suspend conduct a reasonable and diligent search for the Participant, loan payments pursuant to Code §414(u)(4)); (4) the default using one or more of the search methods described in Section provisions of the note permit offset of the Participant's Vested 7.07(C). Account Balance only at the time when the Participant has a distributable event under the Plan, but without regard to whether (2) Failure to locate/disposition of Account. If a lost the Participant consents to distribution as otherwise may be Participant remains unlocated after 6 months following the date required under Section 6.01(A)(2); (5) the amount of the loan the Plan Administrator first attempts to locate the lost does not exceed (at the time the Plan extends the loan) the Participant using any of the search methods described in Section present value of the Participant's Vested Account Balance; and 7.07(C), the Plan Administrator may forfeit the lost Participant's (6) the loan otherwise conforms to the exemption provided by Account, provided the Account is not subject to the Automatic Code §4975(d)(1). Rollover rules of Section 6.08(D). If the Plan Administrator forfeits the lost Participant's Account, the forfeiture occurs at the (C) Default as Distributable Event. The loan policy may end of the above-described 6-month period and the Plan provide a Participant's loan default is a distributable event with Administrator will allocate the forfeiture in accordance with respect to the defaulted amount, irrespective of whether the Section 3.07. The Plan Administrator under this Section Participant otherwise has incurred a distributable event at the 7.07(A)(2) will forfeit the entire Account of the lost Participant, time of default, except as to Restricted 401(k) Accounts or including Elective Deferrals and Employee Contributions. © 2014 Great-West Trust Company, LLC or its suppliers 79

 
Defined Contribution Prototype Plan the lost Participant's Account to the other Defined Contribution (3) Subsequent restoration of forfeiture. If a lost Plan. Participant whose Account was forfeited thereafter at any time but before the Plan has been terminated makes a claim for (C) Search methods. The search methods described in this his/her forfeited Account, the Plan Administrator will restore the Section 7.07 are: (1) provide a distribution notice to the lost forfeited Account to the same dollar amount as the amount Participant at the Participant's last known address by certified or forfeited, unadjusted for Earnings occurring subsequent to the registered mail; (2) check with the administrator of other forfeiture. The Plan Administrator will make the restoration in employee benefit plans of the Employer that may have more the Plan Year in which the lost Participant makes the claim, first up-to-date information regarding the Participant's whereabouts; from the amount, if any, of Participant forfeitures the Plan (3) identify and contact the Participant's Designated Beneficiary Administrator otherwise would allocate for the Plan Year, and under Section 7.05; (4) use the IRS letter forwarding program then from the amount or additional amount the Employer under Rev. Proc. 94-22 or the Social Security Administration contributes to the Plan for the Plan Year. The Employer in search program; and (5) use a commercial locator service, credit Appendix B may provide that the Plan Administrator will use reporting agencies, the internet or other search method. Trust Fund Earnings for the Plan Year, if any, as a source of the Regarding search methods (2) and (3) above, if the Plan restoration, or may modify the order of priority of the sources of Administrator encounters privacy concerns, the Plan restoration described in the previous sentence. The Plan Administrator may request that the Employer or other plan Administrator will distribute the restored Account to the lost fiduciary (under (2)), or the Designated Beneficiary (under (3)), Participant not later than 60 days after the close of the Plan Year contact the Participant or forward a letter requesting that the in which the Plan Administrator restores the forfeited Account. Participant contact the Plan Administrator. (B) Terminating plan. The provisions of this Section 7.07(B) (D) Uniformity. The Plan Administrator will apply Section apply if the Plan is terminating. 7.07 in a reasonable, uniform and nondiscriminatory manner, but in determining a specific course of action as to a particular (1) Attempt to locate. The Plan Administrator, to attempt Account, reasonably may take into account differing to locate a lost Participant when the plan is terminating, must circumstances such as the amount of a lost Participant's conduct a reasonable and diligent search for the Participant, Account, the expense in attempting to locate a lost Participant, using all four search methods described in clauses (1) through the Plan Administrator's ability to establish and the expense of (4) of Section 7.07(C). In addition, the Plan Administrator may establishing a rollover IRA, and other factors. use a search method described in clause (5) of Section 7.07(C). (E) Expenses of search. The Plan Administrator, in (2) Failure to locate/disposition of Account. If a lost accordance with Section 7.04(C)(2)(b), may charge to the Participant remains unlocated after a reasonable period the Plan Account of a Participant the reasonable expenses incurred under Administrator will distribute the Participant's Account under this Section 7.07 and which are associated with the Participant's Sections 7.07(B)(2)(a), (b) or (c) as applicable. Account, without regard to whether or when the Plan Administrator actually locates or makes a distribution to the (a) No Annuity Contract/no other Defined Participant. Contribution Plan. If the terminating Plan does not provide for an Annuity Contract as a method of distribution and the (F) Alternative Disposition. The Plan Administrator under Employer does not maintain another Defined Contribution Plan, Sections 7.07(A) or (B) operationally may dispose of a lost the Plan Administrator will distribute the lost Participant's Participant's Account in any reasonable manner. The Plan Account in an Automatic Rollover to an individual retirement Administrator may adopt a policy under this Section 7.07 as it plan under Section 6.08(D), unless the Plan Administrator deems reasonable or appropriate to administer the Accounts of determines it is impractical to complete an Automatic Rollover lost Participants, provided that: (1) the terms of any such policy or is unable to locate an individual retirement plan provider must be uniform and nondiscriminatory; and (2) the Plan willing to accept the rollover distribution. In such event, the Plan Administrator must administer the policy in a uniform and Administrator may: (i) distribute the Participant's Account to an nondiscriminatory manner. interest-bearing insured bank account the Plan Administrator establishes in the Participant's name; or (ii) distribute the 7.08 PLAN CORRECTION. The Plan Administrator, in Participant's Account to the unclaimed property fund of the state conjunction with the Employer and Trustee, as applicable, may of the Participant's last known address. undertake such correction of Plan failures as the Plan Administrator deems necessary, including correction to preserve (b) Plan provides Annuity Contract/no other tax qualification of the Plan under Code §401(a), to correct a Defined Contribution Plan. If the terminating Plan provides fiduciary breach under ERISA or to unwind (correct) a for an Annuity Contract as a method of distribution and the prohibited transaction under the Code or ERISA. Without Employer does not maintain another Defined Contribution Plan, limiting the Plan Administrator's authority under the prior the Plan Administrator will purchase an Annuity Contract sentence, the Plan Administrator, as it determines to be payable to the lost Participant for delivery to the Participant's reasonable and appropriate, may undertake or assist the last known address reflected in the Plan's records. Employer in undertaking correction of Plan document, operational, demographic and employer eligibility failures under (c) Employer maintains another Defined a method described in the Plan or under the Employee Plans Contribution Plan. If the Employer maintains another Defined Compliance Resolution System ("EPCRS") as described in Rev. Contribution Plan, the Plan Administrator may, in lieu of taking Proc. 2013-12, or any successor program to EPCRS. The Plan the actions described in Sections 7.07(B)(2)(a) or (b), transfer Administrator, as it determines to be reasonable and appropriate, also may undertake or assist the Employer, the Trustee or other © 2014 Great-West Trust Company, LLC or its suppliers 80

 
Defined Contribution Prototype Plan appropriate Plan fiduciary or Plan official in undertaking in this Plan to a "form," a "notice," an "election," a "consent," a correction of a fiduciary breach, including correction under the "waiver," a "designation," a "policy" or to any other Plan-related Voluntary Fiduciary Correction Program ("VFCP") or any communication includes an electronic version thereof. successor program to VFCP. If the Plan is a 401(k) Plan, the Notwithstanding the foregoing, any Participant or Beneficiary Plan Administrator to correct an operational failure (or if the notices and consent that are required pursuant to the Code must allowable period for such correction has expired), may require satisfy Treas. Reg. §1.401(a)-21. the Trustee to distribute from the Plan Elective Deferrals, including Earnings thereon, and the Plan Administrator will treat (D) Evidence. Anyone, including the Employer, required to any Matching Contributions and Earnings thereon relating to the give data, statements or other information relevant under the distributed Elective Deferrals, as an Associated Matching terms of the Plan ("evidence") may do so by certificate, Contribution under Section 3.07(A)(1). To the extent the affidavit, document or other form which the person to act in Employer must make nonelective or matching contributions to reliance may consider pertinent, reliable and genuine, and to the plan to correct a failure under EPCRS, other than a failure have been signed, made or presented by the proper party or relating to the ADP test or ACP test (see Section 4.10), the Plan parties. The Plan Administrator and the Trustee are protected Administrator will use forfeitures to reduce the amount of such fully in acting and relying upon any evidence described under contribution. the immediately preceding sentence. 7.09 PROTOTYPE/VOLUME SUBMITTER PLAN (E) Plan Terms Binding. The Plan is binding upon the STATUS. If the Plan fails initially to qualify or to maintain Employer, Trustee, Plan Administrator, Custodian (and all other qualification or if the Employer makes any amendment or service providers to the Plan), upon Participants, Beneficiaries modification to a provision of the Plan (other than a proper and all other persons entitled to benefits, and upon the completion of an elective provision under the Adoption successors and assigns of the foregoing persons. See Section Agreement or an Appendix), the Employer no longer may 8.11(C) as to the Trust where the Employer in its Adoption participate under this Prototype or Volume Submitter Plan. The Agreement elects to use a separate trust agreement. Employer also may not participate (or continue to participate) in this Prototype or Volume Submitter Plan if the Trustee or (F) Employment Not Guaranteed. Nothing contained in this Custodian is not the Sponsor or Practitioner and does not have Plan, or with respect to the establishment of the Trust, or any the written consent of the Sponsor or Practitioner required under modification or any amendment to the Plan or Trust, or in the Section 1.67, if any, to serve in the capacity of Trustee or creation of any Account, or with respect to the payment of any Custodian. If the Employer is not entitled to participate under benefit, gives any Employee, Participant or any Beneficiary any this Prototype or Volume Submitter Plan, the Plan is an right to employment or to continued employment by the individually-designed plan and the reliance procedures specified Employer, or any legal or equitable right against the Employer, in the applicable Adoption Agreement no longer apply. the Trustee, the Custodian, the Plan Administrator or any employee or agent thereof, except as expressly provided by the 7.10 PLAN COMMUNICATIONS, INTERPRETATION, Plan or the Trust. AND CONSTRUCTION. (G) Word Usage. Words used in the masculine also apply to (A) Plan Administrator's Discretion/Nondiscriminatory the feminine where applicable, and wherever the context of the Administration. The Plan Administrator has total and complete Plan dictates, the plural includes the singular and the singular discretion to interpret and construe the Plan and to determine all includes the plural. Titles of Plan and Adoption Agreement questions arising in the administration, interpretation and sections are for reference only. application of the Plan. Any determination the Plan Administrator makes under the Plan is final and binding upon (H) State Law. The law of the state of the Employer's (or if any affected person. The Plan Administrator must exercise all of there is a corporate Trustee, the Trustee's, or if the Plan is fully its Plan powers and discretion, and perform all of its duties in a insured, the insurer's) principal place of business will determine uniform and nondiscriminatory manner. all questions arising with respect to the provisions of the Plan and Trust. The Employer in Appendix B may elect to apply the (B) Written Communications. All Plan-related law of another state or appropriate legal jurisdiction. communications by any party must be in writing (which subject to Section 7.10(C) may include an electronic communication). (I) Parties to Litigation. Except as otherwise provided, a All Participant or Beneficiary notices, designations, elections, Participant or a Beneficiary is not a necessary party or required consents or waivers must be made in a form the Plan to receive notice of process in any court proceeding involving Administrator (or, as applicable, the Trustee) specifies or the Plan, the Trust Fund or any fiduciary of the Plan. Any final otherwise approves. Any person entitled to notice under the Plan judgment (not subject to further appeal) entered in any such may waive the notice or shorten the notice period. proceeding will be binding upon the Employer, the Plan Administrator, the Trustee, Custodian, Participants and (C) Use of Electronic Media. The Plan Administrator using Beneficiaries and upon their successors and assigns. any electronic medium may give or receive any Plan notice, communicate any Plan policy, conduct any written Plan (J) Fiduciaries Not Insurers. The Trustee, the Plan communication, satisfy any Plan filing or other compliance Administrator and the Employer in no way guarantee the Trust requirement and conduct any other Plan transaction to the extent Fund from loss or depreciation. The Employer does not permissible. A Participant or a Participant's spouse, to the extent guarantee the payment of any money which may be or becomes authorized by the Plan Administrator, may use any electronic due to any person from the Trust Fund. The liability of the medium to make or provide any Beneficiary designation, Employer, the Plan Administrator and the Trustee to make any election, notice, consent or waiver under the Plan. Any reference © 2014 Great-West Trust Company, LLC or its suppliers 81

 
Defined Contribution Prototype Plan distribution from the Trust Fund at any time and all times is limited to the then available assets of the Trust. (C) Rule Applicable to Employer Contributions (other than Elective Deferrals). If any portion of an Applicable Individual's (K) Construction/Severability. The Plan, the Adoption Account attributable to Employer Contributions other than Agreement, the Trust and all other documents to which they Elective Deferrals is invested in Publicly-Traded Employer refer, will be interpreted consistent with and to preserve tax Securities, then, except as otherwise provided herein, the qualification of the Plan under Code §401(a) and tax exemption Applicable Individual may elect to direct the Plan Administrator of the Trust under Code §501(a) and also consistent with to divest any such Securities, and to reinvest an equivalent ERISA. To the extent permissible, any provision which a court amount in other investment options which satisfy the (or other entity with binding authority to interpret the Plan) requirements of Section 7.11(D). determines to be inconsistent with such construction and interpretation, is deemed severed and is of no force or effect, (1) Definition of Applicable Individual/Employer and the remaining Plan terms will remain in full force and effect. Contributions. For purposes of this Section 7.11(C), an Applicable Individual means: (i) a Participant who has 7.11 DIVESTMENT OF EMPLOYER SECURITIES. completed at least three Years of Service; (ii) an alternate payee who has an Account under the Plan with respect to a Participant (A) Application and Effective Date of Article. This Section who has completed at least three Years of Service; or (iii) a 7.11 only applies to a Plan that is an Applicable Defined Beneficiary with respect to a Participant who had completed at Contribution Plan. least three Years of Service. For this purpose, a Year of Service means in accordance with Section 5.05 relating to vesting. (1) Definition of Applicable Defined Contribution However, if the Plan provides for immediate vesting or applies Plan. Except as provided herein or in Treas. Reg. the Elapsed Time Method in determining vesting, a Participant §1.401(a)(35)-1, an Applicable Defined Contribution Plan completes three Years of Service on the day immediately means a Defined Contribution Plan that holds Publicly Traded preceding the third anniversary of the Participant's Employment Employer Securities. Commencement Date. (a) Exclusions. An Applicable Defined Contribution (2) Three-year phase-in applicable to Employer Plan does not include a one-participant plan, as defined in Code Contributions. For Employer securities acquired with §401(a)(35)(E)(iv) or an employee stock ownership plan Employer Contributions other than Elective Deferrals during a ("ESOP") as defined in Code §4975(e)(7) if: (i) the ESOP holds Plan Year beginning before January 1, 2007, the rule described no contributions (or related earnings) that are (or were ever) in this Section 7.11(C) only applies to the percentage of the subject to Code §§401(k) or 401(m); and (ii) the ESOP is a Publicly Traded Employer Securities (applied separately for separate plan, for purposes of Code §414(l), from any other each class of Securities) as follows: Defined Benefit Plan or Defined Contribution Plan maintained by the Employer. Plan Year Percentage 2007 33% (2) Definition of Publicly Traded Employer Securities. 2008 66% For purposes of this Article, a Publicly Traded Employer 2009 100% Security is an Employer security which is traded on a national securities exchange that is registered under section 6 of the (3) Exception to phase-in for certain age 55 Securities Exchange Act of 1935 or which is traded on a foreign Participants. The 3-year phase-in rule of Section 7.11(C)(2) national securities exchange that is officially recognized, does not apply to a Participant who had attained age 55 and sanctioned, or supervised by a governmental authority and the completed at least three Years of Service (as defined in Section security is deemed by the Securities and Exchange Commission 7.11(C)(1) above) before the first Plan Year beginning after as having a "ready market" under SEC Rule 15c3-1. December 31, 2005. (3) Effective date. The provisions of Code §401(a)(35) (D) Investment Options. For purposes of this Section 7.11, generally apply to Plan Years beginning after December 31, other investment options must include not less than three 2006. However, the provisions Treas. Reg. §1.401(a)(35)-1 are investment options, other than Publicly Traded Employer applicable to Plan Years beginning on or after January 1, 2011. Securities, to which the Applicable Individual who has the right to divest under Section 7.11(B) or 7.11(C) may direct the (B) Rule Applicable to Elective Deferrals, Employee proceeds from the divestment of such Securities. Each of the Contributions and Rollovers. If any portion of an Applicable three investment options must be diversified and have materially Individual's Account attributable to Elective Deferrals, different risk and return characteristics. For this purpose, Employee Contributions, or Rollover Contributions is invested investment options that constitute a broad range of investment in Publicly-Traded Employer Securities, then, except as alternatives within the meaning of DOL Regulation otherwise provided herein, the Applicable Individual may elect §2550.404c-1(b)(3) are treated as being diversified and having to direct the Plan Administrator to divest any such Securities, materially different risk and return characteristics. The Plan and to reinvest an equivalent amount in other investment options must provide reasonable divestment and reinvestment which satisfy the requirements of Section 7.11(D). opportunities at least quarterly. (1) Definition of Applicable Individual/Deferrals. For (E) Restrictions or Conditions on Investments in Employer purposes of this Section 7.11(B), an Applicable Individual Securities. Except as permitted by Treas. Reg. means: (i) a Participant; (ii) an alternate payee who has an §1.401(a)(35)-1(e), the Plan may not impose restrictions or Account under the Plan; or (iii) a Beneficiary. conditions on the investment of Publicly Traded Employer © 2014 Great-West Trust Company, LLC or its suppliers 82

 
Defined Contribution Prototype Plan Securities which the Plan does not impose on the investment of other Plan assets. © 2014 Great-West Trust Company, LLC or its suppliers 83

 
Defined Contribution Prototype Plan ARTICLE VIII TRUSTEE AND CUSTODIAN, POWERS AND DUTIES 8.01 ACCEPTANCE. By executing the Adoption transfer, abandon, improve, repair, insure, lease for any term Agreement, the Trustee or Custodian accepts the Trust created even though commencing in the future or extending beyond the under the Plan and agrees to perform the obligations the Plan term of the Trust, and otherwise deal with all property, real or imposes on the Trustee or Custodian. personal, in such manner, for such considerations and on such terms and conditions as the Trustee decides. 8.02 INVESTMENT POWERS AND DUTIES. (5) Borrowing. To borrow money, to assume (A) Discretionary Trustee Powers. If the Employer in its indebtedness, extend mortgages and encumber by mortgage or Adoption Agreement designates the Trustee as a discretionary pledge. Trustee, then the Trustee has full discretion and authority with regard to the investment of the Trust Fund, except as to a Plan (6) Claims. To compromise, contest, arbitrate or abandon asset: (i) properly under the control or the direction of an claims and demands affecting the investment of Trust assets, in Investment Manager, ancillary trustee or other Plan fiduciary; the Trustee's discretion. However, nothing in this Section (ii) subject to proper Employer or Named Fiduciary direction of 8.02(A)(6) requires a Participant or Beneficiary to arbitrate any investment; or (iii) subject to proper Participant or Beneficiary claim under the Plan. direction of investment. The Trustee is authorized and empowered, but not by way of limitation, with the following (7) Voting/tender/exercise. To have with respect to the powers: Trust all of the rights of an individual owner, including the power to exercise any and all voting rights associated with Trust (1) General powers. To invest consistent with any part or assets, to give proxies, to participate in any voting trusts, all of the Trust Fund in any common or preferred stocks, mergers, consolidations or liquidations, to tender shares and to open-end or closed-end mutual funds (including proprietary exercise or sell stock subscriptions or conversion rights. funds), put and call options traded on a national exchange, United States retirement plan bonds, corporate bonds, (8) Mineral rights. To lease for oil, gas and other mineral debentures, convertible debentures, commercial paper, U.S. purposes and to create mineral severances by grant or Treasury bills, U.S. Treasury notes and other direct or indirect reservation; to pool or unitize interests in oil, gas and other obligations of the United States Government or its agencies, minerals; and to enter into operating agreements and to execute improved or unimproved real estate situated in the United States, division and transfer orders. limited partnerships, insurance contracts of any type, mortgages, notes or other property of any kind, real or personal, to buy or (9) Title. To hold any securities or other property in the sell options on common stock on a nationally recognized name of the Trustee or its nominee, with depositories or agent exchange with or without holding the underlying common stock, depositories or in another form as it may deem best, with or to open and to maintain margin accounts, to engage in short without disclosing the trust relationship. However, any securities sales, to buy and sell commodities, commodity options and held in a nominee or street name must be held on behalf of the contracts for the future delivery of commodities, and to make Plan by: (a) a bank or trust company that is subject to any other investments the Trustee deems appropriate. supervision by the United States or a State or a nominee of such bank or trust company; (b) a broker or dealer registered under (2) Cash/liquidity. To retain in cash so much of the Trust the Securities Exchange Act of 1934 or a nominee of such Fund as it may deem advisable to satisfy liquidity needs of the broker or dealer; or (c) a clearing agency as defined in Securities Plan and to deposit any cash held in the Trust Fund in a bank or Exchange Act of 1934, Section 3(a)(23), or its nominee. other institutional account at reasonable interest or without interest if the Trustee determines that such deposits are (10) Hold pending dispute resolution. To retain any reasonable or necessary to facilitate a Plan transaction or for funds or property subject to any dispute without liability for the other purposes, but consistent with the Trustee's duties under payment of interest, and to decline to make payment or delivery Section 8.02(C). of the funds or property until a court of competent jurisdiction makes final adjudication. (3) Trustee's common/collective funds. To invest, if the Trustee is a bank or similar financial institution supervised by (11) Litigation. To begin, maintain or defend any litigation the United States or by a state, in any type of deposit of the necessary in connection with the administration of the Plan, Trustee (or of a bank related to the Trustee within the meaning except the Trustee is not obliged nor required to do so unless of Code §414(b)) at a reasonable rate of interest or in a common indemnified to its satisfaction. trust fund, as described in Code §584, or in a collective investment fund, the provisions of which govern the investment (12) Agents/reliance. The Trustee may employ and pay of such assets and which the Plan incorporates by this reference, from the Trust Fund reasonable compensation to agents, which the Trustee (or its affiliate, as defined in Code §1504) attorneys, accountants and other persons to advise the Trustee as maintains exclusively for the collective investment of money in its opinion may be necessary. The Trustee reasonably may contributed by the bank (or the affiliate) in its capacity as delegate to any agent, attorney, accountant or other person Trustee and which conforms to the rules of the Comptroller of selected by it any non-Trustee power or duty vested in it by the the Currency. Plan, and the Trustee may act reasonably or refrain from acting on the advice or opinion of any agent, attorney, accountant or (4) Transact in real/personal property. To manage, sell, other person so selected. contract to sell, grant options to purchase, convey, exchange, © 2014 Great-West Trust Company, LLC or its suppliers 84

 
Defined Contribution Prototype Plan (13) Employer stock/real property. The Trustee (or as applicable, Investment Manager, Employer, Participant, or (1) Modification of powers/duties. The Employer and Beneficiary) may invest in qualifying Employer securities or in the nondiscretionary Trustee (or the Custodian) in a qualifying Employer real property, as defined in and as limited Nonstandardized Plan or Volume Submitter Adoption by ERISA. Agreement, on Appendix C may limit the powers or duties of the Custodian or the nondiscretionary Trustee to any (a) Profit Sharing Plans/401(k) Plans. If the combination of powers under Section 8.02(A) and to any Employer's Plan is a Profit Sharing Plan or a 401(k) Plan, the combination of duties under Section 8.02(C) or otherwise may aggregate investments in (acquisitions and holdings of) amend the Trust as described in Section 8.11. qualifying Employer securities and in qualifying Employer real property may comprise up to 100% of the value of Plan assets, (2) Limited responsibility. If there is a Custodian or a unless the Employer in Appendix B elects to restrict such nondiscretionary Trustee under the Plan, then the Employer, in investments to 10% of the value of Plan assets determined adopting this Plan, acknowledges and agrees: immediately after the acquisition (or to some other percentage of value which is less than 100%). Notwithstanding the foregoing, (a) No discretion over Trust assets. The except where permitted under ERISA §407(b)(2), if the Plan nondiscretionary Trustee or Custodian does not have any includes a 401(k) arrangement, a Participant's Elective Deferral discretion as to the investment or the re-investment of the Trust Account accumulated in Plan Years beginning after December Fund and the nondiscretionary Trustee or Custodian is acting 31, 1998, including earnings thereon, may not be invested more solely as a directed fiduciary as to the assets comprising the than 10% by value in qualifying Employer securities and Trust Fund. qualifying Employer real property, unless such investments are directed by the Participant or the Participant's Beneficiary. (b) No review or recommendations. The nondiscretionary Trustee or the Custodian does not have any (b) Voting/distribution. If the Plan invests in duty to review or to make recommendations regarding qualifying Employer securities, the Plan Administrator may investments made pursuant to a proper written direction. adopt a uniform and nondiscriminatory policy providing for the exercise of voting rights, distribution restrictions, repurchase, (c) No action unless direction. The put, call or right of first refusal rules, or other rights and nondiscretionary Trustee or the Custodian must retain any restrictions affecting the qualifying Employer securities. investment obtained upon a proper written direction until receipt of another proper written direction to dispose of such (14) Orphaned plan. If the Trustee determines that the investment. Employer has abandoned the Plan, the Trustee (if qualified to so act) may appoint itself as a Qualified Termination Administrator (d) No liability for following orders. The ("QTA") under Section 11.05(B) for purposes of terminating the nondiscretionary Trustee or the Custodian is not liable in any Plan and distributing all Plan Accounts. As a QTA, the Trustee manner or for any reason for making, retaining or disposing of may undertake all authorized acts to wind-up the Plan, including any investment pursuant to any proper written direction. causing the Trust to pay from Trust assets to the QTA and to other service providers a reasonable fee for services rendered. (e) Indemnity. The Employer will indemnify, defend and hold the nondiscretionary Trustee or the Custodian (15) Investment Policy. To adopt and to amend from time harmless from any damages, costs or expenses, including to time, an investment policy consistent with the Plan's funding reasonable attorneys' fees, which the nondiscretionary Trustee or policy described in Section 7.02(C)(9) the Custodian may incur as a result of any claim asserted against the nondiscretionary Trustee, the Custodian or the Trust arising (16) Catch-all. To perform any and all other acts which in out of the nondiscretionary Trustee's or Custodian's full and the Trustee's judgment are necessary or appropriate for the timely compliance with any proper written direction. proper and advantageous management, investment and distribution of the Trust. (3) Limitation of powers of certain Custodians. If a Custodian is a bank which, under its governing state law, does (B) Nondiscretionary (directed) Trustee/Custodian Powers. not possess trust powers, then Sections 8.02(A)(1), (3) as it The Employer in its Adoption Agreement may designate the relates to common trust funds or collective investment funds, Trustee as a nondiscretionary Trustee. The Employer in its (4), (5), (7), and (8), Section 8.09 and Article IX do not apply Adoption Agreement in addition to designating a discretionary and the Custodian only has the power and the authority to or nondiscretionary Trustee, may appoint a Custodian to hold all exercise the remaining powers under Section 8.02(A) and to or any portion of the Trust Assets. Except as otherwise provided perform the duties under Section 8.02(C). herein: (i) a Custodian has all of the same powers and duties as a nondiscretionary Trustee; (ii) the nondiscretionary Trustee or (4) QTA. Notwithstanding any other provision of this Custodian has all of the same powers as a discretionary Trustee Section 8.02(B), a nondiscretionary Trustee or a Custodian may in Section 8.02(A) except that the nondiscretionary Trustee or serve as a QTA under Section 8.02(A)(14) without regard to Custodian only may exercise such powers pursuant to a proper receipt of any proper written direction. written direction; and (iii) the nondiscretionary Trustee or Custodian has all the same duties as a discretionary Trustee (5) Trustee references. Except as the Plan or the context under Section 8.02(C). A "proper written direction" means the otherwise require, "Trustee" includes nondiscretionary Trustee written direction of a Plan fiduciary or of a Participant or and Custodian. Beneficiary with authority over the Trust asset which is the subject of the direction. © 2014 Great-West Trust Company, LLC or its suppliers 85

 
Defined Contribution Prototype Plan (C) Duties. The Trustee or Custodian has the following expenses to Plan Accounts, both as the Plan Administrator duties: directs under Section 7.04(C)(2). Any fee or expense that the Employer pays, directly or indirectly, is not an Employer (1) ERISA. If ERISA applies to the Plan and to the extent contribution to the Plan, provided the fee or the expense relates that ERISA so requires, to act: (a) solely in the interest of to the ordinary and necessary administration of the Trust Fund. Participants and Beneficiaries for the exclusive purposes of providing benefits under the Plan and defraying the reasonable (7) Loans. To make loans to a Participant or to a expenses of Plan administration; (b) with the care, skill, Beneficiary in accordance with the Plan Administrator's prudence and diligence under the circumstances then prevailing direction under Section 7.06. as would a prudent person acting in a like capacity and familiar with such matters; (c) by diversifying Trust investments so as to (8) Records/statements. To keep the Trustee's Plan minimize the risk of large losses unless not prudent under the records open to the inspection of the Plan Administrator and the circumstances to do so; and (d) in accordance with the Plan to Employer at all reasonable times and to permit the review or the extent that the Plan is consistent with ERISA. audit of such records from time to time by any person or persons as the Employer or Plan Administrator may specify in writing. (2) Investment policy. To coordinate its investment The Trustee must furnish the Plan Administrator with whatever policy with Plan financial needs as communicated to it by the information relating to the Trust Fund the Plan Administrator Plan Administrator. considers necessary to perform its duties as Plan Administrator. (3) Trust accounting. To furnish to the Employer and to (9) Tax returns. To file all information and tax returns the Plan Administrator an annual statement of account showing required of the Trustee. the condition of the Trust Fund and all investments, receipts, disbursements and other transactions effected by the Trustee (10) Incapacity. To follow the direction of the Plan during the Plan Year covered by the statement and also stating Administrator with regard to distributions to any Participant or the assets of the Trust held at the end of the Plan Year, which Beneficiary whom the Plan Administrator has determined to be statements are conclusive on all persons, including the Employer incapacitated under Section 7.05(F). The Trustee also will and the Plan Administrator, except as to any act or transaction provide any reasonable information and take any reasonable concerning which the Employer or the Plan Administrator files action that the Plan Administrator requests relating to a with the Trustee written exceptions or objections within 90 days determination of incapacity or otherwise pertaining to the after the receipt of the statements or for which ERISA authorizes administration of the Account of any incapacitated person. a longer period within which to object. The Trustee also may agree with the Employer or Plan Administrator to provide the (11) Bond. The Trustee must provide a bond for the information described in this Section 8.02(C) more frequently faithful performance of its duties under the Trust. than annually. (D) Limitations Applicable to all Trustees. (4) Trust valuation. If the Trustee is a discretionary Trustee, to value the Trust Fund as of each Accounting Date and (1) Receipt of contributions. A discretionary Trustee has as applicable, the value of the Trust assets within each the duty to collect employer contributions, except to the extent Participant or Beneficiary Account. The Trustee also must value this duty is limited in Appendix C of the Employer’s Adoption the Trust Fund on such other Valuation Dates as directed in Agreement. A nondiscretionary Trustee does not have the duty writing by the Plan Administrator or as the Adoption Agreement to collect employer contributions and the Employer represents may require. If the Trustee is a nondiscretionary Trustee (or in and warrants that it either has responsibility as a "named the case of Trust assets held by a Custodian) the Named fiduciary" (as defined in ERISA §402(a)(2)) or has properly Fiduciary will value the assets and will provide the valuation to delegated the responsibility to a Plan fiduciary, other than the the Trustee (Custodian) unless the Trustee (Custodian) and the nondiscretionary Trustee, for determining the correctness, Named Fiduciary agree that the Trustee (Custodian) will amount and timing of contributions and for the collection of conduct the valuation. The Trustee (Custodian) may reasonably contributions. If this is a restated plan, this duty is effective no rely on any valuation the Named Fiduciary conducts and sooner than the later of the date the Employer signs this provides. restatement or the date the Trustee or Special Trustee executes either the restatement or otherwise accepts its responsibilities (5) Distributions. To credit and distribute the Trust Fund under the restatement. In determining how to discharge any duty as the Plan Administrator directs. The Trustee is not obliged to to collect contributions, a fiduciary should weigh the value of inquire as to whether any payee or distributee is entitled to any the Plan assets involved, the likelihood of a successful recovery, payment or whether the distribution is proper or within the terms and the expenses expected to be incurred. Among other factors, of the Plan, or as to the manner of making any payment or a fiduciary may take into account the Employer's solvency in distribution. The Trustee is accountable only to the Plan deciding whether to expend Plan assets to pursue a claim. Administrator for any payment or distribution made by it in good faith on the direction of the Plan Administrator. The (2) Co-fiduciary liability. Each fiduciary under the Plan Trustee must promptly notify the Plan Administrator of any is responsible solely for his/her or its own acts or omissions. A unclaimed Plan payment or distribution and then dispose of the fiduciary does not have any liability for another fiduciary's distribution in accordance with the Plan Administrator's breach of fiduciary responsibility with respect to the Plan and subsequent direction. the Trust unless the fiduciary: (a) participates knowingly in or undertakes to conceal the breach; (b) has actual knowledge of (6) Fees/expenses. To pay from the Trust Fund all the breach and fails to take reasonable remedial action to remedy reasonable Plan fees and expenses, and to allocate the fees and the breach; or (c) through negligence in performing his/her or its © 2014 Great-West Trust Company, LLC or its suppliers 86

 
Defined Contribution Prototype Plan own specific fiduciary responsibilities that give rise to fiduciary the management and the control of the Trust Fund, except Trust status, the fiduciary has enabled the other fiduciary to commit a assets properly: (1) under the control or the direction of an breach of the latter's fiduciary responsibility. Investment Manager, ancillary trustee or other Plan fiduciary; or (2) subject to Employer or Participant direction of investment. (3) Limitation of Trustee liability. (C) Appointment of Investment Manager. The Named (a) Apportionment of duties. The Named Fiduciary may appoint an Investment Manager. See Section Fiduciary, the Trustee(s) and any properly appointed Investment 7.02(C)(8). Manager may execute a written agreement as a part of this Plan delineating the duties, responsibilities and liabilities of the 8.04 FORM OF DISTRIBUTION (CASH OR Investment Manager or Trustee(s) with respect to any part of the PROPERTY). The Trustee will make Plan distributions in the Trust Fund under the control of the Investment Manager or the form of cash except where: (1) the required form of distribution Trustee(s). is a QJSA or QPSA which has not been waived; (2) the Plan is a Restated Plan and under the prior Plan, distribution in the form (b) If Investment Manager. The Trustee is not of property ("in-kind distribution") is a Protected Benefit which liable for the acts or omissions of any Investment Manager the the Employer has not eliminated by a Plan amendment under Named Fiduciary may appoint, nor is the Trustee under any Section 11.02(C); (3) the Plan Administrator adopts a written obligation to invest or otherwise to manage any asset of the policy which provides for in-kind distribution; or (4) the Trust Fund which is subject to the management of a properly Employer is terminating the Plan, and in the reasonable appointed Investment Manager. judgment of the Trustee, some or all Plan assets, within a reasonable time for making final distribution of Plan assets, may (c) If other appointed fiduciaries. The Trustee is not be liquidated to cash or may not be so liquidated without not liable for the acts or omissions of any ancillary trustee or undue loss in value. The Plan Administrator's policy under independent fiduciary properly appointed under Section 8.07. clause (3) may restrict in-kind distributions to certain types of However, if a discretionary Trustee, pursuant to the delegation Trust investments or specify any other reasonable and described in Section 8.07, appoints an ancillary trustee, the nondiscriminatory condition or restriction applicable to in-kind discretionary Trustee is responsible for the periodic review of distributions. Under clause (4), the Trustee will make Plan the ancillary trustee's actions and the ancillary trustee must termination distributions to Participants and Beneficiaries in exercise its delegated authority in accordance with the terms of cash, in-kind or in a combination of these forms, in a reasonable the Plan and in a manner consistent with ERISA. and nondiscriminatory manner which may take into account the preferences of the distributees. All in-kind distributions will be (d) Indemnity. The Employer and any Trustee may made based on the current fair market value of the property, as execute a written agreement as a part of this Plan, delineating determined by the Trustee, Custodian or Named Fiduciary. any indemnification agreement among the parties. 8.05 TRUSTEE/CUSTODIAN FEES AND EXPENSES. A (E) Multiple Trustees. Trustee or a Custodian will receive reasonable compensation and reimbursement for reasonable Trust expenses actually (1) Majority decisions. If more than two persons act as incurred as Trustee or Custodian, as may be agreed upon from Trustee, a decision of the majority of such persons controls with time to time by the Employer and the Trustee or the Custodian. respect to any decision regarding the administration or the No person who is receiving full pay from the Employer may investment of the Trust Fund or of any portion of the Trust Fund receive compensation (except for reimbursement of Plan with respect to which such persons act as Trustee. If there is expenses) for services as Trustee or as Custodian. As the Plan more than one Trustee, the Trustees jointly will manage and Administrator directs following direction from the Employer control the assets of the Trust Fund (or those Trust assets as to under Section 7.04(C), such fees and expenses will be paid by which they act as Trustee). the Employer, or the Trustee or Custodian will charge the Trust for the fees or expenses. If, within a reasonable time after a Plan (2) Allocation. Multiple Trustees may allocate among related fee or expense is incurred (or if within the time specified themselves specific responsibilities or obligations or may in any agreement between the Plan and the Trustee regarding authorize one or more of them, either individually or in concert, payment of a fee or expense) the Plan Administrator does not to exercise any or all of the powers granted to the Trustee, or to communicate the Employer's decision regarding payment or if perform any or all of the duties assigned to the Trustee under the Employer does not pay the fee or expense, the Trustee or Article VIII. Custodian may charge the Trust for such reasonable fees and expenses as are not settlor expenses. (3) Signature. The signature of only one Trustee is necessary to effect any transaction on behalf of the Trust (or as 8.06 THIRD PARTY RELIANCE. A person dealing with to those Trust assets as to which the signatory acts as Trustee). the Trustee is not obligated to see to the proper application of any money paid or property delivered to the Trustee, or to 8.03 NAMED FIDUCIARY. inquire whether the Trustee has acted pursuant to any of the terms of the Plan. Each person dealing with the Trustee may act (A) Definition of Named Fiduciary. See Section 1.37. upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized agent, and is not (B) Duty of Named Fiduciary. The Named Fiduciary under liable to any person in so acting. The certificate of the Trustee the Plan has the sole responsibility to control and to manage the that it is acting in accordance with the Plan is conclusive in operation and administration of the Plan. If the Named Fiduciary favor of any person relying on the certificate. is also the Trustee, the Named Fiduciary is solely responsible for © 2014 Great-West Trust Company, LLC or its suppliers 87

 
Defined Contribution Prototype Plan 8.07 APPOINTMENT OF ANCILLARY TRUSTEE OR days following the date of the Trustee's notice, unless the INDEPENDENT FIDUCIARY. Employer consents in writing to shorter notice. (A) Appointment. The Employer, in writing, may appoint any (B) Removal. The Employer may remove a Trustee or a qualified person in any state to act as ancillary trustee with Custodian by giving written notice to the affected party. The respect to a designated portion of the Trust Fund, subject to any Employer's notice must specify the effective date of removal consent required under Section 1.67. An ancillary trustee must which date must be at least 30 days following the date of the acknowledge in a writing separate from the Employer's Employer's notice, except where the Employer reasonably Adoption Agreement its acceptance of the terms and conditions determines a shorter notice period or immediate removal is of its appointment as ancillary trustee and its fiduciary status necessary to protect Plan assets. under ERISA. (C) Successor Appointment. In the event of the resignation or (B) Powers. The ancillary trustee has the rights, powers, duties the removal of a Trustee, where no other Trustee continues to and discretion as the Employer may delegate, subject to any serve, the Employer must appoint a successor Trustee if it limitations or directions specified in the agreement appointing intends to continue the Plan. If two or more persons hold the the ancillary trustee and to the terms of the Plan or of ERISA. position of Trustee, in the event of the removal of one such The Employer may delegate its responsibilities under this person, during any period the selection of a replacement is Section 8.07 to a discretionary Trustee under the Plan (subject to pending, or during any period such person is unable to serve for the acceptance by such discretionary Trustee of that delegation), any reason, the remaining person or persons will act as the but the Employer may not delegate its responsibilities to a Trustee. nondiscretionary Trustee or to a Custodian. The investment powers delegated to the ancillary trustee may include any (1) Default Successor Trustee. If the Employer fails to investment powers available under Section 8.02. The delegated appoint a successor Trustee as of the effective date of the investment powers may include the right to invest any portion of Trustee resignation or removal and no other Trustee remains, the the assets of the Trust Fund in a common trust fund, as Trustee will treat the Employer as having appointed itself as described in Code §584, or in any collective investment fund, Trustee and as having filed the Employer's acceptance of the provisions of which govern the investment of such assets and appointment as successor Trustee with the former Trustee. If which the Plan incorporates by this reference, but only if the state law prohibits the Employer from serving as successor ancillary trustee is a bank or similar financial institution Trustee, the appointed successor Trustee is the president of a supervised by the United States or by a state and the ancillary corporate Employer, the managing partner of a partnership trustee (or its affiliate, as defined in Code §1504) maintains the Employer, the managing member of a limited liability company common trust fund or collective investment fund exclusively for Employer, the sole proprietor of a proprietorship Employer, or the collective investment of money contributed by the ancillary in the case of any other entity type, such other person with title trustee (or its affiliate) in a trustee capacity and which conforms and responsibilities similar to the foregoing. to the rules of the Comptroller of the Currency. The Employer also may appoint as an ancillary trustee, the trustee of any group (2) Default Successor Custodian. If the Employer trust fund designated for investment pursuant to the provisions removes and does not replace a Custodian, the Trustee will of Section 8.09. assume possession of Plan assets held by the former Custodian. (C) Resignation/Removal. The ancillary trustee may resign its (D) Acceptance. Each successor Trustee succeeds its position and the Employer may remove an ancillary trustee as predecessor Trustee by accepting in writing its appointment as provided in Section 8.08 regarding resignation and removal of successor Trustee and by filing the acceptance with the former the Trustee or Custodian. In the event of such resignation or Trustee and the Plan Administrator. For this purpose, the removal, the Employer may appoint another ancillary trustee or successor Trustee's execution of the Adoption Agreement may return the assets to the control and management of the constitutes the Trustee's acceptance of its appointment as Trustee. successor Trustee. The successor Trustee will also execute such other documents, if any, as the Plan Administrator may (D) Independent Fiduciary. If the DOL requires engagement reasonably require in connection therewith. of an independent fiduciary to have control or management of all or a portion of the Trust Fund, the Employer will appoint (E) Outgoing Trustee. The resigning or removed Trustee, such independent fiduciary, as directed by the DOL. The upon receipt of acceptance in writing of the Trust by the independent fiduciary will have the duties, responsibilities and successor Trustee, must execute all documents and must powers prescribed by the DOL and will exercise those duties, perform all acts necessary to vest the title to Plan assets of responsibilities and powers in accordance with the terms, record in any successor Trustee. In addition, to the extent restrictions and conditions established by the DOL and, to the reasonably necessary for the ongoing administration of the Plan, extent not inconsistent with ERISA, the terms of the Plan. The at the request of the Plan Administrator and the successor independent fiduciary must accept its appointment in writing Trustee, the resigning or removed Trustee must transfer records, and must acknowledge its status as a fiduciary of the Plan. provide information and otherwise cooperate in effecting the change of Trustees. 8.08 RESIGNATION AND REMOVAL. (F) Successor Powers. Each successor Trustee has and enjoys (A) Resignation. The Trustee or the Custodian may resign its all of the powers, both discretionary and ministerial, conferred position by giving written notice to the Employer and to the Plan under the Plan upon its predecessor. Administrator. The Trustee's notice must specify the effective date of the Trustee's resignation, which date must be at least 30 © 2014 Great-West Trust Company, LLC or its suppliers 88

 
Defined Contribution Prototype Plan (G) No Liability for Predecessor. A successor Trustee is not the Employer, the Trustee, the Custodian, the Plan personally liable for any act or failure to act of any predecessor Administrator, other fiduciaries or the name of any pooled trust Trustee, except as required under ERISA. With the approval of in which the Trust will participate. the Employer and the Plan Administrator, a successor Trustee, with respect to the Plan, may accept the account rendered and (B) Amendment/Nonstandardized or Volume Submitter the property delivered to it by a predecessor Trustee without Plan. The Employer in its Nonstandardized or Volume liability. Submitter Plan, in Appendix C (or in its Adoption Agreement as applicable): (1) may amend the Plan or Trust as described in 8.09 INVESTMENT IN GROUP TRUST FUND. The Section 8.11(A); or (2) may amend or override the Employer, by adopting this Plan, specifically authorizes the administrative provisions of Article VIII (or any other provision Trustee to invest all or any portion of the assets comprising the of the Plan related to the Trust), including provisions relating to Trust Fund in any group trust fund which at the time of the Trust investment and Trustee powers or duties. investment provides for the pooling of the assets of plans qualified under Code §401(a), including a group trust fund that (1) Limitation. Any Trust amendment under clause (2) of also permits the pooling of qualified plan assets with assets of an Section 8.11(B): (a) must not conflict with any other provisions individual retirement account that is exempt from taxation under of the Plan (except as expressly are intended to override an Code §408(e), assets of an eligible governmental plan under existing Trust provision); (b) must not cause the Plan to violate Code §457(b) that is exempt from taxation under Code §457(g), Code §401(a); and (c) must be made in accordance with Rev. assets of a custodial account under Code §403(b)(7) or a Proc. 2011-49 or any successor thereto. retirement income account under Code §403(b)(9), or assets of a governmental plan under Code §401(a)(24). This authorization (C) Substitution of Approved or Non-Approved Trust. The applies solely to a group trust fund exempt from taxation under Employer subject to the conditions under Section 8.11(B)(1), in Code §501(a) and the trust agreement of which satisfies the its Adoption Agreement may elect to substitute in place of requirements of Rev. Rul. 81-100 (as modified and clarified by Article VIII and the remaining Trust provisions of the basic plan Rev. Rul. 2004-67 and Rev. Rul. 2011-1), or any successor document, any other trust or custodial account agreement that thereto. The provisions of the group trust fund agreement, as the IRS has approved for use with this Plan. The Employer also amended from time to time, are by this reference incorporated may elect to substitute in place of Article VIII and the remaining within this Plan and Trust. The provisions of the group trust Trust provisions of the basic plan document, any other trust or fund will govern any investment of Plan assets in that fund. To custodial account agreement which has not been approved by comply with Code §4975(d)(8) as to any group trust fund the IRS for use with this Plan. However, substitution of a maintained by a disqualified person, including the Trustee, the non-approved trust or custodial agreement will cause the Plan to following provisions apply: (A) a discretionary Trustee or a lose reliance on its opinion or advisory letter and the Plan will nondiscretionary Trustee may invest in any such fund at the become an individually designed plan. See Sections 7.09 and direction of the Named Fiduciary who is independent of the 11.02(B)(4). If the Employer elects to substitute an approved Trustee and the Trustee's affiliates; (B) a discretionary Trustee trust or a non-approved, the Trustee will not execute the or a nondiscretionary Trustee (the latter as directed) may invest Adoption Agreement but will instead execute the substituted in any such fund which the Employer specifies in Appendix C; trust. The Trustee of the substituted trust agrees to be bound by and (C) notwithstanding (A) and (B) a discretionary Trustee all remaining Plan terms, other than those terms which the may invest in its own funds as described in Section 8.02(A)(3). substituted trust governs. 8.10 COMBINING TRUSTS OF EMPLOYER'S PLANS. (D) Formalities. All Section 8.11 Trust amendments or At the Employer's direction, the Trustee, for collective substitutions are subject to Section 11.02. As such, the Trustee investment purposes, may combine into one trust fund the Trust must execute the amendment or substituted trust. created under this Plan with the trust created under any other qualified retirement plan the Employer maintains. However, the 8.12 CROSS-PAY PROVISION. In the event that more Trustee must maintain separate records of account for the assets than one entity adopts the Plan, such that Employers in addition of each Trust in order to reflect properly each Participant's to the Signatory Employer become Participating Employers, Account Balance under the qualified plans in which he/she is a whether such entities are Related Employers or are unrelated participant. Employers, or both, all of the Plan assets must be available to pay benefits to all Participants and Beneficiaries, as described in 8.11 AMENDMENT/SUBSTITUTION OF TRUST. Treas. Reg. §1.414(l)-1(b)(1), unless the Employer elects under Appendix B to limit such assets as are attributable to each (A) Amendment/Standardized Plan. The Employer in its Participating Employer to pay benefits only to the Participants Standardized Plan may not amend any provision of Article VIII (and their Beneficiaries) who are Employees of that (or any other provision of the Plan related to the Trust) except Participating Employer. the Employer in Appendix C (or in its Adoption Agreement as applicable) may specify the Trust year, the names of the Plan, © 2014 Great-West Trust Company, LLC or its suppliers 89

 
Defined Contribution Prototype Plan ARTICLE IX PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY 9.01 INSURANCE BENEFIT. Deferrals and forfeitures) allocated to any Participant's Account: (1) 49% in the case of the purchase of ordinary life insurance (A) General. The Employer may elect to provide incidental life Contracts; or (2) 25% in the case of the purchase of term life insurance benefits for Insurable Participants who consent to life insurance or universal life insurance Contracts. If the Trustee insurance benefits by executing the appropriate insurance purchases a combination of ordinary life insurance Contract(s) company application form. The Trustee will not purchase any and term life insurance or universal life insurance Contract(s), incidental life insurance benefit for any Participant prior to a then the sum of one-half of the premiums paid for the ordinary contribution allocation to the Participant's Account. At an life insurance Contract(s) and the premiums paid for the term insured Participant's written direction, the Trustee will use all or life insurance or universal life insurance Contract(s) may not any portion of the Participant's Employee Contributions, if any, exceed 25% of the Employer Contributions allocated to any to pay insurance premiums covering the Participant's life. Participant's Account. (B) Insurance on Others. Unless the Plan is a Money (B) Exception for Certain Profit Sharing Plans. If the Plan is Purchase Pension Plan, the Trustee may purchase life insurance a Profit Sharing Plan or a 401(k) Plan, the incidental insurance for the benefit of the Participant on the life of a family member benefits requirement of Section 9.02(A) does not apply to the of the Participant. Plan if the Plan purchases life insurance benefits only from Employer Contributions accumulated in the Participant's (C) Amount and Type of Coverage. The Employer will direct Account for at least two years, measured from the allocation the Trustee as to the insurance company and insurance agent date. through which the Trustee is to purchase the Contracts, the amount of the coverage and the applicable Dividend plan. (C) Exception for Other Amounts. The incidental insurance benefit requirement of Section 9.02(A) does not apply to (D) Ownership. Each application for a Contract, and the Contracts purchased: (1) with Employee Contributions; (2) with Contracts themselves, must designate the Trustee as sole owner, Rollover Contributions; or (3) with Earnings on Employer with the right reserved to the Trustee to exercise any right or Contributions. option contained in the Contracts, subject to the terms and provisions of this Plan. The Trustee must be the Contract named 9.03 DISPOSITION OF LIFE INSURANCE beneficiary for the Account of the insured Participant. The PROTECTION. Trustee will hold all Contracts issued under the Plan as Trust assets. (A) Timing. The Trustee will not continue any life insurance protection beyond the later of the Participant's: (1) Annuity (E) Distribution. Proceeds of Contracts paid to the Starting Date under Section 6.01(A)(2)(h), or (2) Separation Participant's Account under this Article IX are subject to the from Service. The Trustee, at the direction of the Plan distribution requirements of Article VI. The Trustee will not Administrator, will make any transfer of Contract(s) as soon as retain any such proceeds for the benefit of the Trust. administratively practicable after the date specified under this Section 9.03(A). (F) Premiums/Directed Investment. The Trustee will charge the premiums on any Contract covering the life of a Participant (B) Method. The Trustee may not transfer any Contract under (or, as applicable, the family member of a Participant) against this Section 9.03 which contains a method of payment not the Account of that Participant and will treat the Contract as a specifically authorized by Article VI or which fails to comply directed investment of the Participant's Account, even if the Plan with the QJSA requirements, if applicable, of Section 6.04. In otherwise does not permit a Participant to direct the investment this regard, the Trustee either must convert such a Contract to of his/her own Account. cash and distribute the cash instead of the Contract, or before making the transfer, must require the Issuing Company to delete (G) Uniformity. The Trustee must arrange, where possible, for the unauthorized method of payment option from the Contract. all Contracts issued on the lives of Participants under the Plan to have the same premium due date and all ordinary life insurance 9.04 DIVIDENDS. Dividends are applied to the Contracts to contain guaranteed cash values with as uniform Participant's Account on whose life the Issuing Company has basic options as are possible to obtain. issued the Contract. Dividends are applied to premium reduction unless the Plan Administrator directs the Trustee to purchase (H) Custodians. The provisions of this Article IX are not insurance benefits or additional insurance benefits for the applicable, and the Plan may not invest in Contracts, if a Participant. Custodian signatory to the Adoption Agreement is a bank which does not have trust powers from its governing state banking 9.05 LIMITATIONS ON INSURANCE COMPANY authority. DUTIES. 9.02 LIMITATIONS ON COVERAGE. (A) Not a Party to Plan. An insurance company, solely in its capacity as an Issuing Company: (1) is not a party to the Plan; (A) Incidental Insurance Benefits. The aggregate of life and (2) is not responsible for the Plan's validity. insurance premiums paid for the benefit of a Participant, at all times, may not exceed the following percentages of the (B) No Responsibility for Others. An Issuing Company has aggregate of the Employer Contributions (including Elective no responsibility or obligation under the Plan to Participants or © 2014 Great-West Trust Company, LLC or its suppliers 90

 
Defined Contribution Prototype Plan Beneficiaries for any act required of the Employer, the Plan 9.08 APPENDIX B OVERRIDE. The Employer in Administrator, the Trustee, the Custodian or any other service Appendix B may amend the provisions of this Article IX in any provider to the Plan (unless the Issuing Company also serves in manner except as would be inconsistent with any other Plan such capacities). provision. (C) Plan Terms. No insurance company, solely in its capacity 9.09 DEFINITIONS. For purposes of this Article IX: as an Issuing Company, need examine the terms of this Plan. (A) Contract(s). Contract or Contracts means an ordinary life, (D) Reliance/Discharge. For the purpose of making term life or universal life insurance contract issued by an Issuing application to an Issuing Company and in the exercise of any Company on the life of a Participant or other person as right or option contained in any Contract, the Issuing Company authorized under this Article IX. may rely upon the signature of the Trustee and is held harmless and completely discharged in acting at the direction and (B) Dividends. Dividends means Contract dividends, refunds authorization of the Trustee. An Issuing Company is discharged of premiums and other credits. from all liability for any amount paid to the Trustee or paid in accordance with the direction of the Trustee, and is not obliged (C) Insurable Participant. Insurable Participant means a to see to the distribution or further application of any amounts Participant to whom an insurance company, upon an application the Issuing Company so pays. being submitted in accordance with the Plan, will issue insurance coverage, either as a standard risk or as a risk in an 9.06 RECORDS/INFORMATION. An Issuing Company extra mortality classification. must keep such records and supply to the Plan Administrator or Trustee such information regarding its Contracts as may be (D) Issuing Company. Issuing Company is any life insurance reasonably necessary for the proper administration of the Plan. company which has issued a Contract upon application by the Trustee under the terms of this Plan. 9.07 CONFLICT WITH PLAN. In the event of any conflict between the provisions of this Plan and the terms of any Contract issued in accordance with this Article IX, the provisions of the Plan control. © 2014 Great-West Trust Company, LLC or its suppliers 91

 
Defined Contribution Prototype Plan ARTICLE X TOP-HEAVY PROVISIONS 10.01 DETERMINATION OF TOP-HEAVY STATUS. §416 or the Plan otherwise requires application of the top-heavy rules. If applicable, the provisions of this Article X supersede (A) Only Employer Plan. If this Plan is the only qualified plan any conflicting Plan or Adoption Agreement provisions, except maintained by the Employer, the Plan is top-heavy for a Plan as the context may otherwise require. Year if the Top-Heavy Ratio as of the Determination Date exceeds 60%. 10.02 TOP-HEAVY MINIMUM ALLOCATION. The Top-Heavy Minimum Allocation requirement applies to the Plan (B) If Other Plans. If the Employer maintains other qualified only in a Plan Year for which the Plan is top-heavy. plans (including a simplified employee pension plan), or maintained another such plan now terminated, this Plan is (A) Allocation to Non-Keys. If the Plan is top-heavy in any top-heavy only if it is part of the Required Aggregation Group, Plan Year each Non-Key Employee who is a Participant (as and the Top-Heavy Ratio for the Required Aggregation Group described in Section 10.06(H)) and employed by the Employer and for the Permissive Aggregation Group, if any, each exceeds on the last day of the Plan Year will receive a Top-Heavy 60%. Minimum Allocation for that Plan Year. (1) Count all aggregated plans. The Plan Administrator (B) Additional Contribution/Allocation as Required. The will calculate the Top-Heavy Ratio in the same manner as Plan Administrator first will allocate the Employer required by Section 10.06(K) taking into account all plans Contributions (and Participant forfeitures, if any) for the Plan within the Aggregation Group. The Plan Administrator will Year in accordance with the provisions of its Adoption calculate the Top-Heavy Ratio with reference to the Agreement. The Employer then will contribute an additional Determination Dates that fall within the same calendar year. If amount for the Account of any Participant entitled under Section an aggregated plan does not have a Valuation Date coinciding 10.02(A) to a Top-Heavy Minimum Allocation and whose with the Determination Date, the Plan Administrator must value contribution rate for the Plan Year is less than the Top-Heavy the Account Balance in the aggregated plan as of the most recent Minimum Allocation. The additional amount is the amount Valuation Date falling within the twelve-month period ending necessary to increase the Participant's allocation rate to the on the Determination Date, except as Code §416 and applicable Top-Heavy Minimum Allocation. The Plan Administrator will Treasury regulations require for the first plan year and for the allocate the additional contribution to the Account of the second plan year of a Defined Benefit Plan. Participant on whose behalf the Employer makes the contribution. (2) Terminated plans. To the extent the Plan Administrator must take into account distributions to a (C) No Plan Allocations. If, for a Plan Year, there are no Participant, the Plan Administrator must include distributions allocations of Employer Contributions or of forfeitures for any from a terminated plan which would have been part of the Key Employee, the Plan does not require any Top-Heavy Required Aggregation Group if it were in existence on the Minimum Allocation for the Plan Year, unless a Top-Heavy Determination Date. Minimum Allocation applies because of the maintenance by the Employer of more than one plan. (3) Defined Benefit Plans/SEPs. The Plan Administrator will calculate the present value of accrued benefits under 10.03 PLAN WHICH WILL SATISFY TOP-HEAVY. If Defined Benefit Plans or the account balances under simplified the Plan is top-heavy, the Plan Administrator will determine if employee pension plans included within the Aggregation Group the Plan satisfies the Top-Heavy Minimum Allocation in accordance with the terms of those plans and Code §416 and requirement under this Section 10.03. the applicable Treasury regulations. (A) Aggregation of Plans to Satisfy. The Plan Administrator (C) Defined Benefit Plans. will aggregate all qualified plans the Employer maintains to determine if the Plan satisfies the Top-Heavy Minimum (1) Use of uniform accrual. If a Participant in a Defined Allocation requirement. Benefit Plan is a Non-Key Employee, the Plan Administrator will determine his/her accrued benefit under the accrual method, (B) More Than One Defined Contribution Plan. If the if any, which is applicable uniformly to all Defined Benefit Employer maintains more than one Defined Contribution Plan in Plans maintained by the Employer or, if there is no uniform which a Non-Key Employee participates and the Non-Key method, in accordance with the slowest accrual rate permitted Employee receives less than the Top-Heavy Minimum under the fractional rule accrual method described in Code Allocation for a Plan Year in which the Plan is top-heavy, the §411(b)(1)(C). Plan Administrator operationally will determine to which plan the Employer will make the necessary additional contribution. If (2) Actuarial assumptions. If the Employer maintains a the Plan Administrator elects for the Employer to make the Defined Benefit Plan, the Plan Administrator will use the additional contribution to this Plan, the Plan Administrator will actuarial assumptions (interest and mortality only) stated in that allocate the contribution in accordance with Section 10.02(B). If plan to calculate the present value of benefits from the Defined the Plan Administrator elects for the Employer to make the Benefit Plan. additional contribution to another plan, the Plan Administrator must determine that the additional contribution is sufficient to (D) Application of Top-Heavy Rules. The top-heavy satisfy the Top-Heavy Minimum Allocation. provisions of the Plan apply only for Plan Years in which Code © 2014 Great-West Trust Company, LLC or its suppliers 92

 
Defined Contribution Prototype Plan (C) Defined Benefit Plan(s). If the Employer maintains one or 10.06 DEFINITIONS. For purposes of applying the more Defined Benefit Plans in addition to this Plan and a top-heavy provisions of the Plan: Non-Key Employee participates in both types of plans, the Plan Administrator operationally will determine if the Employer will (A) Compensation. Compensation means Compensation as make the necessary additional contribution to the Plan to satisfy determined under Section 4.05(F) for Code §415 purposes and the top-heavy Minimum Allocation Rate or if the Employer will includes Compensation for the entire Plan Year. provide a required top-heavy minimum benefit in the Defined Benefit Plan. If the Plan Administrator elects for the Employer (B) Determination Date. Determination Date means for any to make the additional contribution to this Plan, the Top-Heavy Plan Year, the Accounting Date of the preceding Plan Year or, Minimum Allocation is 5%, irrespective of the Highest in the case of the first Plan Year of the Plan, the Accounting Contribution Rate, and the Plan Administrator will allocate the Date of the first Plan Year. contribution in accordance with Section 10.02(B). If the Plan Administrator elects for the Employer to satisfy the top-heavy (C) Determination (look-back) Period. Determination Period minimum benefit in a Defined Benefit Plan, the Plan means the 1-year period ending on the Determination Date. In Administrator must determine that such top-heavy minimum the case of distributions made for a reason other than Severance benefit is sufficient to satisfy the top-heavy requirements in such from Employment, death or Disability, the determination period Plan. means the 5-year period ending on the Determination Date. (D) Override. The Employer in Appendix B may specify (D) Employer. Employer means the Employer that adopts this overriding provisions which will apply to satisfy the Plan and any Related Employer. requirements of Code §416 and the applicable regulations if the Employer maintains more than one qualified plan. (E) Highest Contribution Rate. Highest Contribution Rate means for any Key Employee, all Employer Contributions 10.04 TOP-HEAVY VESTING. If the Employer in its (including Elective Deferrals, but not including Employer Adoption Agreement does not elect immediate vesting, the contributions to Social Security and not including Catch-Up Employer must elect a top-heavy vesting schedule, as defined in Deferrals) and forfeitures allocated to the Participant's Account Section 5.03(A). The specified top-heavy vesting schedule for the Plan Year, divided by his/her Compensation for the applies to all Accounts and Contribution Types not already entire Plan Year. To determine a Key Employee's contribution subject to greater vesting. The Employer in Appendix B also rate, the Plan Administrator must treat all qualified top-heavy may elect a non-top-heavy vesting schedule and may further Defined Contribution Plans maintained by the Employer (or by elect as to whether the top-heavy schedule applies to the Plan's any Related Employer) as a single plan. first top-heavy Plan Year and to all subsequent Plan Years, or whether the non-top-heavy schedule applies as to non-top-heavy (F) Key Employee. Key Employee means, as of any Plan Years. Any change in the Plan's vesting schedule resulting Determination Date, any Employee or former Employee from this election is subject to Section 5.08, relating to vesting (including a deceased former Employee) who, at any time schedule amendments. As such, a Participant's vested percentage during the Determination Period: (i) has annual Compensation may not decrease as a result of a change in the Plan's top-heavy exceeding $130,000 (as adjusted under Code §416(i)(1)(A)) and status in a subsequent Plan Year. When applicable, the relevant is an officer of the Employer; (ii) is a more than 5% owner of top-heavy vesting schedule applies to a Participant's entire the Employer; or (iii) is a more than 1% owner of the Employer Account Balance except as to those amounts which are already and has annual Compensation exceeding $150,000. 100% Vested, and applies to such amounts accrued before the Plan became top-heavy. (1) Attribution. The constructive ownership rules of Code §318 as modified by Code §416(i)(1)(B)(i) (or the 10.05 SAFE HARBOR/SIMPLE PLAN EXEMPTION. principles of that Code section, in the case of an unincorporated Employer) will apply to determine ownership in the Employer. (A) Safe Harbor 401(k) Plan. If in any Plan Year: (1) the Plan Administrator allocates only Safe Harbor Contributions, (2) Maximum Officers. The number of officers taken Additional Matching Contributions and Elective Deferrals to the into account under Section 10.06(F) clause (i) will not exceed Plan; and (2) there are no forfeitures to allocate for the Plan the greater of 3 or 10% of the total number (after application of Year or the Plan Administrator allocates forfeitures in the the Code §414(q) exclusions) of Employees, and in no event manner Section 3.07(A)(4) describes, the Plan will not be will exceed 50 officers. subject to the top-heavy requirements of this Article X for that Plan Year. In accordance with Section 3.07(A)(4), the Employer (3) Code/regulations. The Plan Administrator will make in its Adoption Agreement may elect to apply forfeitures in such the determination of who is a Key Employee in accordance with a manner so as to preserve the top-heavy exemption under this Code §416(i)(1) and the applicable Treasury regulations. Section 10.05(A). This Section 10.05(A) does not apply if the Employer in its Adoption Agreement elects eligibility for (G) Non-Key Employee. Non-Key Employee means an Elective Deferrals which is earlier than the one Year of Service Employee who is not a Key Employee. and age 21 eligibility requirements the Employer elects to apply for the Safe Harbor Contributions, using the OEE rule under (H) Participant. Participant means any Employee otherwise Section 4.06(C). eligible to participate in the Plan, even if the Participant would not be entitled to other Plan allocations or would receive a lesser (B) SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan under allocation under the Plan terms. Section 3.10 is not subject to the provisions of this Article X. © 2014 Great-West Trust Company, LLC or its suppliers 93

 
Defined Contribution Prototype Plan (I) Permissive Aggregation Group. Permissive Aggregation accordance with (1) above, and the "present value" of accrued Group means the Required Aggregation Group plus any other benefits under the defined benefit plan or plans for all qualified plans maintained by the Employer, but only if such Participants as of the "determination date," all determined in group would satisfy in the aggregate the nondiscrimination accordance with Code §416 and the Regulations thereunder. The requirements of Code §401(a)(4) and the coverage requirements accrued benefits under a defined benefit plan in both the of Code §410. The Plan Administrator will determine the numerator and denominator of the top-heavy ratio are increased Permissive Aggregation Group. for any distribution of an accrued benefit made in the 1-year period ending on the "determination date" (5-year period ending (J) Required Aggregation Group. Required Aggregation on the "determination date" in the case of a distribution made for Group means: (1) each qualified plan of the Employer in which a reason other than severance from employment, death or Total at least one Key Employee participates or participated at any and Permanent Disability). time during the Determination Period (including terminated plans); and (2) any other qualified plan of the Employer which (3) For purposes of (1) and (2) above, the value of Account enables a plan described in clause (1) to meet the requirements balances and the "present value" of accrued benefits will be of Code §401(a)(4) or of Code §410. determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the "determination (K) Top-Heavy Ratio. Top-Heavy Ratio means a fraction, the date," except as provided in Code §416 and the Regulations numerator of which is the sum of the Account Balances of all thereunder for the first and second plan years of a defined Key Employees as of the Determination Date and the benefit plan. The Account balances and accrued benefits of a denominator of which is the sum of the Account Balances for all Participant (i) who is not a Key Employee but who was a Key Employees as of the Determination Date. Employee in a prior year, or (ii) who has not been credited with at least one Hour of Service with any Employer maintaining the (1) If the Employer maintains one or more defined contribution Plan at any time during the 1-year period ending on the plans (including any simplified employee pension plan (as "determination date" will be disregarded. The calculation of the defined in Code §408(k))) and the Employer has not maintained top-heavy ratio, and the extent to which distributions, rollovers, any defined benefit plan which during the 5-year period ending and transfers are taken into account will be made in accordance on the "determination date" has or has had accrued benefits, the with Code §416 and the Regulations thereunder. Deductible top-heavy ratio for this Plan alone or for the "required Employee contributions will not be taken into account for aggregation group" or "permissive aggregation group" as purposes of computing the top-heavy ratio. When aggregating appropriate is a fraction, the numerator of which is the sum of plans the value of Account balances and accrued benefits will be the account balances of all Key Employees as of the calculated with reference to the "determination dates" that fall "determination date" (including any part of any Account balance within the same calendar year. distributed in the 1-year period ending on the "determination date") (5-year period ending on the "determination date" in the The accrued benefit of a Participant other than a Key Employee case of a distribution made for a reason other than severance shall be determined under (i) the method, if any, that uniformly from employment, death or Total and Permanent Disability), and applies for accrual purposes under all defined benefit plans the denominator of which is the sum of all Account balances maintained by the Employer, or (ii) if there is no such method, (including any part of any Account balance distributed in the as if such benefit accrued not more rapidly than the slowest 1-year period ending on the "determination date") (5-year period accrual rate permitted under the fractional rule of Code ending on the "determination date" in the case of a distribution §411(b)(1)(C). made for a reason other than severance from employment, death or Total and Permanent Disability), both computed in In determining the Top-Heavy Ratio, the Plan Administrator accordance with Code §416 and the Regulations thereunder. will include and will exclude such amounts as are described below, and in accordance with Code §416 and the applicable Both the numerator and denominator of the top-heavy ratio are Treasury regulations. increased to reflect any contribution not actually made as of the "determination date," but which is required to be taken into (1) Catch-Up Deferrals. The Plan Administrator will account on that date under Code §416 and the Regulations include Catch-Up Deferrals. thereunder. (2) DECs. The Plan Administrator will exclude DECs. (2) If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the (3) Certain Contributions. The Plan Administrator will Employer maintains or has maintained one or more defined include any contribution not made, but due as of the benefit plans which during the 5-year period ending on the Determination Date. "determination date" has or has had any accrued benefits, the top-heavy ratio for any "required aggregation group" or (4) Certain Distributions. The Plan Administrator will "permissive aggregation group" as appropriate is a fraction, the include any distributions made within the Determination Period. numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key (5) Former Key Employees. The Plan Administrator will Employees, determined in accordance with (1) above, and the exclude the Account Balance (and distributions, if any, of the "present value" of accrued benefits under the aggregated defined Account Balance) of any Non-Key Employee who was formerly benefit plan or plans for all Key Employees as of the a Key Employee. "determination date," and the denominator of which is the sum of the account balances under the aggregated defined (6) No Service during 1-year look-back. The Plan contribution plan or plans for all Participants, determined in Administrator will exclude the Account Balance (including © 2014 Great-West Trust Company, LLC or its suppliers 94

 
Defined Contribution Prototype Plan distributions, if any, of the Account Balance) of an individual any Key Employee multiplied by the Non-Key Employee's Plan who has not received credit for at least one Hour of Service with Year Compensation. For purposes of satisfying the Employer's the Employer during the Determination Period, which for Top-Heavy Minimum Allocation requirement, the Plan purposes of this Section 10.06(K)(6), means the 1-year period Administrator disregards the Elective Deferrals allocated to a described in Section 10.06(C). Non-Key Employee's Account in determining the Non-Key Employee's allocation rate. To determine a Non-Key Employee's (7) Rollover Contributions and Transfers. The Plan allocation rate, the Plan Administrator must treat all qualified Administrator, in accordance with Code §416 and the applicable top-heavy Defined Contribution Plans maintained by the Treasury regulations, will include unrelated Rollovers and Employer (or by any Related Employer) as a single plan. If a Transfers which the Plan makes and related Rollovers and Defined Benefit Plan maintained by the Employer which Transfers which the Plan receives. The Plan Administrator will benefits a Key Employee depends on this Plan to satisfy the exclude related Rollovers and Transfers which the Plan makes nondiscrimination rules of Code §401(a)(4) or the coverage and unrelated Rollovers and Transfers which the Plan receives. rules of Code §410 (or another plan benefiting the Key Employee so depends on such Defined Benefit Plan), the (L) Top-Heavy Minimum Allocation. Top-Heavy Minimum top-heavy minimum allocation is 3% of the Non-Key Allocation means an allocation equal to the lesser of 3% of the Employee's Compensation regardless of the contribution rate for Non-Key Employee's Compensation for the Plan Year or the the Key Employees. highest contribution rate for the Plan Year made on behalf of © 2014 Great-West Trust Company, LLC or its suppliers 95

 
Defined Contribution Prototype Plan ARTICLE XI EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION 11.01 EXCLUSIVE BENEFIT. (B) Amendment Formalities. (A) No Reversion/Diversion. Except as provided under (1) Writing. The Employer must make all Plan Section 3.01(H), the Employer does not have any beneficial amendments in writing. Each amendment must specify the interest in any asset of the Trust Fund and no part of any asset in amendment execution date and, if different from its execution the Trust Fund may ever revert to or be repaid to the Employer, date, must specify the amendment's retroactive, current or either directly or indirectly; nor, prior to the satisfaction of all prospective Effective Date. liabilities with respect to the Participants and their Beneficiaries under the Plan, may any part of the corpus or income of the (2) Restatement. An Employer may amend its Plan by Trust Fund, or any asset of the Trust Fund, be (at any time) used means of a complete restatement of its Adoption Agreement. To for, or diverted to, purposes other than the exclusive benefit of restate its Plan, the Employer must complete, and the Employer the Participants or their Beneficiaries and for defraying and Trustee or Custodian must execute, a new Adoption reasonable expenses of administering the Plan. Agreement. See Section 8.11(C) if the Employer elects in its Adoption Agreement to adopt a separate approved trust (B) Initial Qualification. If the IRS, upon the Employer's agreement. application for initial approval (determination) of this Plan, determines the Trust created under the Plan is not a qualified (3) Amendment (without restatement). An Employer trust exempt from Federal income tax, the Trustee, upon written may amend its Plan without completion of a new Adoption notice from the Employer, will return the Employer Agreement by either: (a) completion and substitution of one or Contributions and the Earnings thereon to the Employer. This more Adoption Agreement pages including a new Adoption Section 11.01(B) applies only if the Employer makes the Agreement Execution Page executed by the Employer and if application for determination by the time prescribed by law for applicable, executed by the Trustee or Custodian; or (b) other filing the Employer's tax return for the Taxable Year in which written instrument amending the Adoption Agreement executed the Employer adopted the Plan, or by such later date as the by the Employer and if applicable, executed by the Trustee or Secretary of the Treasury may prescribe. The Trustee must make Custodian. Except under Sections 4.08 or 8.11, to preserve the the return of the Employer contribution under this Section Plan's pre-approved status under Section 7.09, the substantive 11.01(B) within one year of a final disposition of the Employer's language of any amendment under Section 11.02(B)(3), clause request for initial determination as to the Plan. The Employer's (b) (amendment other than by substituted Adoption Agreement Plan and Trust will terminate upon the Trustee's return of the page) must reproduce without alteration, the relevant portion(s) Employer Contributions. of the Adoption Agreement text and elections which the Employer is amending or must have the substantive effect of 11.02 AMENDMENT BY EMPLOYER. doing so such as incorporating by reference the Adoption Agreement text into the amendment. (A) Permitted Amendments. The Employer, consistent with this Section 11.02 and other applicable Plan provisions, has the (4) Effect of certain alterations. Any restatement or right, at any time to amend or to restate the Plan including the amendment which is not permitted under this Section 11.02 or Trust. elsewhere in the Plan may result in the IRS treating the Plan as an individually designed plan. See Section 7.09 for the effect of (1) Adoption Agreement/Appendix B overrides. The certain amendments adopted by the Employer which will result Employer may: (a) restate its Adoption Agreement (including in the Employer's Plan losing Prototype Plan or Volume converting the Plan to another type of plan using a different Submitter Plan status. Adoption Agreement approved for use with the Prototype or Volume Submitter Plan); (b) amend the elective provisions of (5) Operational discretion and policy changes not an the Adoption Agreement (changing an existing election or amendment. A Plan amendment does not include the Plan making a new election) in any manner the Employer deems Administrator's exercise of any operational discretion the Plan necessary or advisable; and (c) elect in Appendix B any or all of accords to the Administrator, including but not limited to, the the basic plan overrides specified therein, including adding Plan Administrator's adoption, modification or termination of language to satisfy Code §§415 or 416 because of the required any policy, rule or regulation in accordance with the Plan or any aggregation of multiple plans. change to any Adoption Agreement checklist. (2) Model amendments. The Employer may adopt model (6) Trustee/Custodian signature to amendment. The amendments published by the IRS (the adoption of which the Trustee or Custodian must execute any Adoption Agreement for IRS provides will not cause the Plan to be individually a Restated Plan and also must execute any Plan amendment designed). which alters the Trust provisions of Article VIII or which otherwise affects the Trustee's or Custodian's duties under the (3) Interim amendments. The Employer may make such Plan. good faith amendments as the Employer considers necessary to maintain the Plan's tax-qualified status. (7) Signatory Employer authority. The Signatory Employer alone may execute any Plan amendment under this Section 11.02, and such amendment is effective and binding upon existing Participating Employers. See Section 1.24(A). © 2014 Great-West Trust Company, LLC or its suppliers 96

 
Defined Contribution Prototype Plan (C) Impermissible Amendment/Protected Benefits. regulations, revenue rulings, other statements published by the IRS (including adoption of model, sample or other required (1) Exclusive benefit/no reversion. The Employer may good faith amendments that specifically provide that their not amend the Plan to permit any of the Trust Fund (other than adoption will not cause such plan to be individually designed); as required to pay any Trust taxes and reasonable Plan or (2) to make corrections to prior approved plans that may be administrative expenses) to be used for or diverted to purposes applied to all employers who adopted the plan. The Sponsor, the other than for the exclusive benefit of the Participants and M&P Mass Submitter or the Practitioner, also may amend the Beneficiaries. An amendment may not cause any portion of the Plan and Trust (including any Adoption Agreement), from time Trust Fund to revert to the Employer or to become the to time effective as to employers who have not yet adopted the Employer's property. Plan. (2) Alteration of Plan Administrator or (B) Notice to Employers. The Sponsor or Practitioner must Trustee/Custodian duties. The Employer may not amend the make reasonable and diligent efforts to ensure adopting Plan in any manner which affects the powers, duties or Employers have actually received and are aware of all Sponsor, responsibilities of the Plan Administrator, the Trustee or the Practitioner, or M & P Mass Submitter generated Plan Custodian without the written consent of the affected party. See amendments and that such Employers complete and sign new Section 11.02(B)(6). Adoption Agreements when necessary. (3) No cut-backs. An amendment (including the adoption (C) Prohibited Amendments. Except under Section 11.03(A), of this Plan as a restatement of an existing plan) may not the Sponsor or Practitioner may not amend the Plan in any decrease a Participant's Account Balance, except to the extent manner which would modify any adopting Employer's Plan permitted under Code §412(c)(8) (for plan years beginning on or existing Adoption Agreement election without the Employer's before December 31, 2007), or Code §412(d)(2) (for plan years written consent. In addition, the Sponsor or Practitioner may not beginning after December 31, 2007), may not reduce or amend the Plan in any manner which would violate Section eliminate Protected Benefits determined immediately prior to 11.02(C). the adoption date (or, if later, the Effective Date) of the amendment. An amendment reduces Protected Benefits even if (D) Sponsor and Practitioner limitations. A Sponsor or a the amendment merely adds a restriction or condition that is Practitioner may no longer amend the Plan as to any adopting permitted under the vesting rules in Code §§411(a)(3) through Employer as of the date: (1) the Employer amends its Plan in a (11). However, a participant's Account Balance may be reduced manner as would result in the type of plan not permitted under to the extent permitted under Treas. Regs. 1.411(d)-3 and the M & P program or under the Volume Submitter program; or 1.411(d)-4. For purposes of this paragraph, a plan amendment (2) the IRS notifies the Sponsor or Practitioner that the Plan is which has the effect of decreasing a participant's Account being treated as an individually designed plan. Balance, with respect to benefits attributable to service before the amendment, shall be treated as reducing a Protected Benefit. (E) M & P Mass Submitter Amendment. If the Sponsor does An amendment reduces or eliminates Protected Benefits if the not adopt the amendments made by the M & P Mass Submitter, amendment has the effect of either: (a) eliminating or reducing the Sponsor will no longer be the sponsor of an identical or an early retirement benefit or a retirement-type subsidy (as minor modifier Prototype Plan of the Mass Submitter. defined in Treasury regulations); or (b) eliminating an optional form of benefit. An amendment does not impermissibly 11.04 FROZEN PLAN/DISCONTINUANCE OF eliminate a Protected Benefit relating to the method of CONTRIBUTIONS. distribution if after the amendment a Participant may receive a single sum payment at the same time or times as the method of (A) Employer Action to Freeze. The Employer subject to distribution eliminated by the amendment and such payment is Section 11.02(C) and by proper Employer action has the right, at based on the same or a greater portion of the Participant's any time, to suspend or discontinue all contributions under the Account as the eliminated method of distribution. This Section Plan and thereafter to continue to maintain the Plan as a Frozen 11.02(C)(3) applies to Transfers under 11.06 except as to certain Plan (subject to such suspension or discontinuance) until the Elective Transfers under 11.06(E). Employer terminates the Plan. During any period while the Plan is frozen, the Plan Administrator will continue to: (1) allocate (4) Disregard of amendment/tracking Protected forfeitures, if any, in accordance with Section 3.07, irrespective Benefits. The Plan Administrator must disregard an amendment of when the forfeitures occur; and (2) operate the Plan in to the extent application of the amendment would fail to satisfy accordance with its terms other than those related to the making this Section 11.02(C). The Plan Administrator, in an Adoption and allocation of additional (new) contributions. If the Employer Agreement checklist, may maintain a list of Protected Benefits under a Profit Sharing Plan or a 401(k) Plan completely which the Plan must preserve. discontinues contributions (including Elective Deferrals), the Plan Administrator will treat the Plan as a Frozen Plan. 11.03 AMENDMENT BY PROTOTYPE SPONSOR/VOLUME SUBMITTER PRACTITIONER. (B) Vesting. Upon the Employer's complete discontinuance of contributions to the Plan which is a Profit Sharing Plan or (A) General. The Sponsor, the M&P Mass Submitter (under 401(k) Plan, an affected Participant's right to his/her Account Section 4.08 of Rev. Proc. 2011-49), or the Practitioner, without Balance is 100% Vested, irrespective of the Vested percentage the Employer's consent, may amend the Plan and Trust which otherwise would apply under Article V. (including any Adoption Agreement), from time to time on behalf of Employers who have previously adopted the Plan: (1) (C) Not a Termination. A resolution or an amendment to to conform the Plan and Trust to any changes to the Code, discontinue all future contributions, but otherwise to continue © 2014 Great-West Trust Company, LLC or its suppliers 97

 
Defined Contribution Prototype Plan maintenance of this Plan, is not a Plan termination for purposes attained the later of age 62 or Normal Retirement Age, the of Section 11.05. Participant or the Beneficiary may elect to have the Trustee commence distribution in cash (subject to Section 8.04) of 11.05 PLAN TERMINATION. his/her Vested Account Balance in a Lump-Sum as soon as administratively practicable after the Plan termination. If a (A) Employer Action to Terminate. The Employer subject to Participant with consent rights under this Section 11.05(D)(2) Section 11.02(C) and by proper Employer action has the right, at does not elect an immediate Lump-Sum distribution with any time, to terminate this Plan and the Trust created and spousal consent if required, to liquidate the Trust, the Plan maintained under the Plan. Any termination of the Plan under Administrator will instruct the Trustee or Custodian to purchase this Section 11.05(A) is not effective until compliance with a deferred Annuity Contract for the Participant which protects applicable notice requirements under ERISA, if any. The Plan the Participant's distribution rights under the Plan. will terminate upon the first to occur of the following: (3) Lower dollar amount. As provided in Section 6.09, (1) Specified date. The Effective Date of termination the Employer in Appendix B may provide for a lower dollar specified by proper Employer action; or threshold than $5,000 under this Section 11.05(D). (2) Employer no longer exists. The Effective Date of (E) Profit Sharing Plan. If the Plan is a Profit Sharing Plan, in dissolution or merger of the Employer, unless a successor makes lieu of applying Section 11.05(D) and the distribution provisions provision to continue the Plan, in which event the successor of Article VI, the Plan Administrator will direct the Trustee to must substitute itself as the Employer under this Plan. distribute in cash (subject to Section 8.04) each Participant's Vested Account Balance, in a Lump-Sum, as soon as (B) QTA Action to Terminate Abandoned Plan. administratively practicable after the Plan termination, irrespective of: (i) the amount of the Participant's Vested (1) Definition of Qualified Termination Administrator Account Balance: (ii) the Participant's age; and (iii) whether the (QTA). A QTA is an entity which: (a) is eligible to serve as Participant consents to the distribution. trustee or issuer of an individual retirement account or of an individual retirement annuity; and (b) holds the assets of the (1) Limitations. This Section 11.05(E) does not apply if: abandoned Plan. (a) the Plan at termination provides for distribution of an Annuity Contract which is a Protected Benefit and which the (2) QTA procedure. A QTA, after making reasonable Employer may not (or does not) eliminate by Plan amendment; efforts to contact the Employer, may make a determination that or (b) as of the period between the Plan termination date and the the Employer has abandoned the Plan and give notice thereof to final distribution of assets, the Employer maintains any other the DOL. The QTA then may: (i) update Plan records; (ii) Defined Contribution Plan (other than an ESOP). If clause (b) calculate benefits; (iii) allocate assets and expenses; (iv) report applies, the Plan Administrator to facilitate Plan termination to the DOL any delinquent contributions; (v) engage service may direct the Trustee to transfer the Account of any providers and pay reasonable Plan expenses; (vi) provide non-consenting Participant to the other Defined Contribution required notice to Participants and Beneficiaries regarding the Plan. Plan termination; (vii) distribute Plan benefits; (viii) file the Form 5500 terminal report and give notice to the DOL of (F) 401(k) Plan Distribution Restrictions. If the Plan is a completion of the termination; and (ix) take all other reasonable 401(k) Plan or if the Plan as the result of a Transfer holds and necessary actions to wind-up and terminate the Plan. A Restricted 401(k) Accounts under Section 6.01(C)(4)(b), a QTA will undertake all actions under this Section 11.05(B) in Participant's Restricted 401(k) Accounts are distributable on accordance with Prohibited Transaction Class Exemption account of Plan termination, as described in this Section 11.05, 2006-06, relating to the QTA's services and compensation for only if: (i) the Employer (including any Related Employer, services. determined as of the Effective Date of Plan termination) does not maintain an Alternative Defined Contribution Plan and the (C) Vesting. Upon either full or partial termination of the Plan, Plan Administrator distributes the Participant's entire Vested an affected Participant's right to his/her Account Balance is Account Balance in a Lump-Sum; or (ii) the Participant 100% Vested, irrespective of the Vested percentage which otherwise is entitled under the Plan to a distribution of his/her otherwise would apply under Article V. Vested Account Balance. (D) General Procedure upon Termination. Upon termination (1) Definition of Alternative Defined Contribution of the Plan, the distribution provisions of Article VI remain Plan. An Alternative Defined Contribution Plan is a Defined operative, with the following exceptions: Contribution Plan (other than an ESOP, simplified employee pension plan, 403(b) plan, SIMPLE IRA or 457(b) or (f) plan) (1) If no consent required. If the Participant's Vested the Employer (or a Related Employer) maintains beginning at Account Balance does not exceed $5,000 (or exceeds $5,000 but the Effective Date of the Plan termination and ending twelve the Participant has attained the later of age 62 or Normal months after the final distribution of Plan assets. However, a Retirement Age), the Plan Administrator will direct the Trustee plan is not an Alternative Defined Contribution Plan if less than to distribute in cash (subject to Section 8.04) the Participant's 2% of the Employees eligible to participate in the terminating Vested Account Balance to him/her in a Lump-Sum as soon as Plan are eligible to participate (beginning 12 months prior to and administratively practicable after the Plan termination. ending 12 months after the Effective Date of the Plan termination) in the potential Alternative Defined Contribution (2) If consent required. If the Participant's Vested Plan. Account Balance exceeds $5,000 and the Participant has not © 2014 Great-West Trust Company, LLC or its suppliers 98

 
Defined Contribution Prototype Plan (G) Continuing Trust Provisions. The Trust will continue until the Trustee in accordance with the direction of the Plan (1) Definition of Nonelective Transfer. A Nonelective Administrator has distributed all of the benefits under the Plan. Transfer is a Transfer made without the consent or election of On each Valuation Date, the Plan Administrator will credit any the affected Participant(s). part of a Participant's Account Balance retained in the Trust with its share of Earnings. Upon termination of the Plan, any (E) Elective Transfers. The Trustee, at the direction of the suspense account under Section 4.01 will revert to the Plan Administrator (and in accordance with the proper election Employer, subject to the conditions of the Treasury regulations of a Participant or Beneficiary), may enter into an agreement permitting such a reversion. with the trustee of any other plan described in Section 11.06(A) to transfer as an Elective Transfer to the other plan or to receive (H) Lost Participants. The Trustee will distribute the Accounts as an Elective Transfer into this Plan, all or a portion of the of lost Participants in a terminating Plan in accordance with the Account of the electing Participant or Beneficiary. The specific Plan Administrator's direction under Section 7.07(B). requirements for an Elective Transfer depend upon the type of Elective Transfer that the Trustee will utilize to effect the 11.06 MERGER/DIRECT TRANSFER. Transfer, as described herein. (A) Authority. The Trustee, at the direction of the Plan (1) Definition of Elective Transfer. An elective Transfer Administrator, possesses the specific authority to enter into is a Transfer made at the election of a Participant (or, as merger agreements or direct transfer of assets agreements with applicable, a Beneficiary) and which satisfies the requirements the trustees of other retirement plans described in Code §401(a), of this Section 11.06(E). and to accept the direct transfer of plan assets to the Trust, or to transfer Plan assets, as a party to any such agreement. This (2) Code §411(d)(6)(D) Transfer. A Code §411(d)(6)(D) authority includes Nonelective Transfers described in Section Transfer means a Transfer under Code §411(d)(6)(D) between 11.06(D) and Elective Transfers described in Section 11.06(E). Defined Contribution Plans, and which a Participant or Beneficiary elects following required statutory notice. Under (B) Code §414(l) Requirements. The Trustee may not consent this Section 11.06(E)(2), the Account need not be distributable to, or be a party to, any merger or consolidation with another at the time of Transfer and Protected Benefits specifically plan, or to a transfer of assets or liabilities to another plan (or relating to distribution methods do not carry over to the from the other plan to this Plan), unless immediately after the transferee plan, except under Section 6.04 if applicable. merger, consolidation or transfer, the surviving plan provides each Participant a benefit equal to or greater in amount than the (3) Acquisition or employment change Transfer. An benefit each Participant would have received had the acquisition or employment change Transfer means a Transfer transferring plan terminated immediately before the merger, under Treas. Reg. §1.411(d)-4 Q/A-3(b), between such Defined consolidation, or transfer; provided that 100% immediate Contribution Plans as described therein, and which a Participant vesting is not required upon merger, consolidation or transfer, elects. Under this Section 11.06(E)(3), the Account need not be except if an Elective Transfer is made under Section distributable at the time of Transfer and Protected Benefits do 11.06(E)(3). not carry over to the transferee plan, except under Section 6.04 if applicable. (C) Administration of Transferred Amount. The Trustee will hold, administer and distribute the transferred assets as a part of (4) Distributable event Transfer. A distributable event the Trust Fund and the Trustee must maintain a separate Transfer means a Transfer under Treas. Reg. §1.411(d)-4 Employer Contribution Account for the benefit of the Employee Q/A-3(c), between Code §401(a) plans, and which a Participant on whose behalf the Trustee accepted the Transfer in order to elects. Under this Section 11.06(E)(4), the Account must be reflect the value of the transferred assets and as necessary to distributable at the time of Transfer, but not entirely as a preserve Protected Benefits. Lump-Sum which is an Eligible Rollover Distribution. Protected Benefits do not carry over to the transferee plan. (D) Nonelective Transfers. The Trustee, at the direction of the Plan Administrator, may enter into an agreement with the trustee (F) Pre-Participation Transfers. The Trustee, at the direction of any other plan described in Section 11.06(A) to transfer as a of the Plan Administrator, under this Section 11.06 may accept a Nonelective Transfer all or a portion of the Account(s) of one or Transfer of plan assets on behalf of an Employee prior to the more Participants to the other plan, or to receive Nonelective date the Employee satisfies the Plan's eligibility conditions or Transfers into the Plan. In the event of a Nonelective Transfer, prior to reaching the Entry Date. If the Trustee accepts such a the trustee of the transferee plan must preserve all Protected direct Transfer of plan assets, the Plan Administrator and the Benefits under the transferor plan, unless the trustee or other Trustee must treat the Employee as a limited Participant as appropriate party takes proper action to eliminate any of such described in Section 3.08(C). Protected Benefits. © 2014 Great-West Trust Company, LLC or its suppliers 99

 
Defined Contribution Prototype Plan ARTICLE XII MULTIPLE EMPLOYER PLAN 12.01 ELECTION/OVERRIDING EFFECT. This Article (1) Client Organization ("CO"). Each Participating XII does not apply unless the Employer establishes the Plan as a Employer (other than the PEO) is a Client Organization as that Multiple Employer Plan described in Code §413(c) under a term is used in Rev. Proc. 2002-21. Nonstandardized Adoption Agreement or under a Volume Submitter Adoption Agreement, notwithstanding Sections (2) Worksite Employee. A Worksite Employee means a 12.01(A) or (B), below. If this Article XII does apply, then the person on the PEO's payroll who receives amounts from the rules of Code §413(c) and the related Treasury Regulations PEO for providing services to a CO pursuant to a service (which are incorporated by reference) will apply to the adopting agreement between the PEO and the CO. For all purposes of this Employer and each Participating Employer. The provisions of Plan, a Worksite Employee will be deemed to be the Employee Article XII, if in effect, supersede any contrary provisions in the of the CO for whom the Worksite Employee performs services, Plan or the Employer's Adoption Agreement. and not an Employee of the PEO. (A) Election. If the Employer elects in its Adoption Agreement 12.03 PARTICIPATING EMPLOYER ELECTIONS. In its that the Plan is a Multiple Employer Plan, then the provisions of Adoption Agreement, the Lead Employer will specify: (A) this Article XII will apply as of the Effective Date the Employer whether a Participating Employer may modify any of the elects in its Adoption Agreement. Adoption Agreement elections; (B) which elections the Participating Employer may modify; and (C) any restrictions on (B) Automatic Effect. If a Related Employer is a Participating the modifications. Any such modification will apply only to the Employer, and thereafter ceases to be a Related Employer (but is Employees of that Participating Employer. The Participating still a Participating Employer), then the provisions of this Article Employer will make any such modification by election on its XII will apply thereafter until the Plan is no longer maintained Participation Agreement to the Lead Employer's Adoption by a Participating Employer which is not a Related Employer. Agreement. To the extent that the Adoption Agreement does not permit modification of an election, any attempt by a 12.02 DEFINITIONS. The following definitions apply to Participating Employer to modify the election has no effect on this Article XII and supersede any conflicting definition in the the Plan and the Participating Employer is bound by the Plan. Adoption Agreement terms as completed by the Lead Employer. (A) Employee. Employee means any common law employee, 12.04 HCE STATUS. The Plan Administrator will Self-Employed Individual, Leased Employee or other person the determine HCE status under Section 1.22(E) separately with Code treats as an employee of a Participating Employer for respect to each Participating Employer. purposes of the Participating Employer's qualified plan. The Employer in its Adoption Agreement or in a Participation 12.05 TESTING. Agreement may designate any Employee, or class or group of Employees, as an Excluded Employee under Section 1.22(D). (A) Separate Status. The Plan Administrator will perform the tests listed in this Section 12.05(A) separately for each (B) Lead Employer. The Lead Employer means the Signatory Participating Employer, with respect to the Employees of that Employer to the Adoption Agreement Execution Page, and does Participating Employer. For this purpose, the Employees of a not include any Related Employer or Participating Employer Participating Employer, and their allocations and Accounts, will except as described in the next sentence. The Lead Employer be treated as though they were in a separate plan. Any Plan will be a Participating Employer only if the Lead Employer correction under Section 7.08 will only affect the Employees of executes a Participation Agreement to the Adoption Agreement. the Participating Employer. The tests subject to this separate The Lead Employer has the same meaning as the Signatory treatment are: Employer for purposes of making Plan amendments and other purposes as described in Section 1.24(A) regardless of whether (1) ADP. The ADP test in Section 4.10(B). the Lead Employer is also a Participating Employer under this Article XII. As to the right of a Lead Employer to terminate the (2) ACP. The ACP test in Section 4.10(C). participation of a Participating Employer, see Section 12.11. (3) Nondiscrimination. Nondiscrimination testing as (C) Participating Employer. A "Participating Employer" is a described in Code §401(a)(4), the applicable Treasury trade or business which, with the consent of the Lead Employer, regulations, and Sections 4.06 and 4.07. executes a Participation Agreement to the Adoption Agreement. A Participating Employer is an Employer for all purposes of the (4) Coverage. Coverage testing as described in Code Plan except as provided in Section 1.24. A Participating §410(b), the applicable Treasury regulations, and Sections Employer may, but need not be a Related Employer. 3.06(F) and 4.06. (D) Professional Employer Organization (PEO). A (B) Transition Year. This Section 12.05(B) applies if as a Professional Employer Organization (PEO) means an result of a transaction or similar event a Participating Employer organization described in Rev. Proc. 2002-21. Plan references to ceases to be a Related Employer in the middle of a Plan Year. In Rev. Proc. 2002-21 also include any successor thereto. If the such a situation the Plan Administrator may perform the tests Lead Employer is a PEO, the term PEO is synonymous with the described in Section 12.05(A) (1) as though the Plan Year Lead Employer. If the Lead Employer is a PEO, then: consisted of two Plan Years, before and after the transaction; or (2) on the basis of a single Plan Year, taking all for each © 2014 Great-West Trust Company, LLC or its suppliers 100

 
Defined Contribution Prototype Plan Participating Employer the Employees of Related Employers (4) HCE determination. The determination of an before the transaction, and disregarding Employees who are not Employee's status as an HCE. Employees of Related Employers after the transaction. (B) Joint Status. For all Plan purposes other than those (C) Joint Status. The Plan Administrator will perform the described in Section 12.07(A), including but not limited to following tests for the Plan as whole, without regard to an determining the Annual Additions Limit in Section 4.05(B), Employee's employment by a particular Participating Employer: Compensation includes all Compensation paid by or for any Participating Employer or Related Employer. (1) Annual Additions Limit. Applying the Annual Additions Limit in Section 4.05(B). 12.08 SERVICE. An Employee's Service includes all Hours of Service and Years of Service with any and all (2) Elective Deferral Limit. Applying the Elective Participating Employers and their Related Employers. An Deferral Limit in Section 4.10(A). Employee who terminates employment with one Participating Employer and immediately commences employment with (3) Catch-Up Limit. Applying the limit on Catch-Up another Participating Employer has not incurred a Separation Deferrals in Section 3.02(D). from Service or a Severance from Employment. 12.06 TOP-HEAVY. The Plan will apply the provisions of 12.09 REQUIRED MINIMUM DISTRIBUTIONS. If a Article X separately to each Participating Employer. The Plan Participant is a more than 5% Owner (under Code §416(i) and will be considered separate plans for each Participating Section 6.02(E)(7)(a)) of any Participating Employer for which Employer and its Employees for purposes of determining the Participant is an Employee in the Plan Year that ends in the whether such a separate plan is top-heavy or is entitled to the calendar year in which the Participant attains age 70 1/2, then exemption described in Section 10.05. For purposes of applying the Participant's RBD under Section 6.02(E)(7) will be the April Article X to a Participating Employer, the Participating 1 following the close of the calendar year in which the Employer and any business which is a Related Employer to that Participant attains age 70 1/2. Participating Employer are the "Employer." For purposes of Article X, the terms "Key Employee" and "Non-Key Employee" 12.10 COOPERATION AND INDEMNIFICATION. will refer only to the Employees of that Participating Employer and/or its Related Employers. If such a Participating Employer's (A) Cooperation. Each Participating Employer agrees to separate Plan is top-heavy, then: timely provide to the Plan Administrator upon request all information the Plan Administrator deems necessary. Each (A) Highest Contribution Rate. The Plan Administrator will Participating Employer will cooperate fully with the Plan determine the Highest Contribution Rate under Section 10.06(E) Administrator, the Lead Employer, and with Plan fiduciaries and by reference to the Key Employees and their allocations in the other proper Plan representatives in maintaining the qualified separate plan of that Participating Employer; status of the Plan. Such cooperation will include payment of such amounts into the Plan, to be allocated to Employees of the (B) Top-Heavy Minimum Allocation. The Plan Administrator Participating Employer, which are reasonably required to will determine the amount of any required Top-Heavy Minimum maintain the tax-qualified status of the Plan. Allocation under Section 10.06(L) separately for that separate plan; and (B) Indemnity. Each Participating Employer will indemnify and hold harmless the Plan Administrator, the Lead Employer, (C) Plan Which Will Satisfy. The Participating Employer will the Plan, the Trustee, other Plan fiduciaries, other Participating make any additional contributions Section 10.03 requires. Employers, Participants and Beneficiaries, and as applicable, their subsidiaries, officers, directors, shareholders, employees, 12.07 COMPENSATION. and agents, and their respective successors and assigns, against any cause of action, loss, liability, damage, cost, or expense of (A) Separate Determination. For the following purposes, any nature whatsoever (including, but not limited to, attorney's described in this Section 12.07(A), the Plan Administrator will fees and costs, whether or not suit is brought, as well as all IRS determine separately a Participant's Compensation for each or DOL Plan disqualification, fiduciary breach or other Participating Employer. Under this determination, except as sanctions, compliance fees or penalties) arising out of or relating provided below, Compensation from a Participating Employer to: (1) the Participating Employer's noncompliance with any of includes Compensation paid by a Related Employer of that the Plan's terms or requirements; or (2) the Participating Participating Employer. Employer's intentional or negligent act or omission with regard to the Plan, including the failure to provide accurate, timely (1) Nondiscrimination and coverage. All of the separate information requested by the Plan Administrator. tests listed in Section 12.05(A). 12.11 INVOLUNTARY TERMINATION. Unless the (2) Top-Heavy. Application of the top-heavy rules in Lead Employer provides otherwise in Appendix B, the Lead Article X. Employer may terminate the participation of any Participating Employer (hereafter, "Terminated Employer") in this Plan. If the (3) Allocations. Application of allocations under Article Lead Employer acts under this Section 12.11, the following will III. However, the Employer's Adoption Agreement elections occur: control the extent to which Compensation for this purpose includes Compensation of Related Employers. (A) Notice. The Lead Employer will give the Terminated Employer a notice of the Lead Employer's intent to terminate the © 2014 Great-West Trust Company, LLC or its suppliers 101

 
Defined Contribution Prototype Plan Terminated Employer's status as a Participating Employer of the termination, unless the Terminated Employer has elected the Plan. The Lead Employer will provide such notice not less than transfer alternative under Section 12.11(C). 30 days prior to the Effective Date of termination unless the Lead Employer determines that the interests of Plan Participants (E) Consent. By its execution of the Participation Agreement, requires earlier termination. the Terminated Employer specifically consents to the provisions of this Article XII, and in particular, this Section 12.11 and (B) Spin-off. The Lead Employer will establish a new Defined agrees to perform its responsibilities with regard to the Spin-off Contribution Plan, using the provisions of this Plan with any Plan, if necessary. modifications contained in the Terminated Employer's Participation Agreement, as a guide to establish a new Defined 12.12 VOLUNTARY TERMINATION. A Participating Contribution Plan (the "Spin-off Plan"). The Lead Employer Employer (hereafter "Withdrawing Employer") may voluntarily will direct the Trustee to transfer (in accordance with the rules withdraw from participation in the Plan at any time. If and when of Code §414(l) and the provisions of Section 11.06) the a Withdrawing Employer wishes to withdraw, the following will Accounts of the Employees of the Terminated Employer to the occur: Spin-off Plan. The Terminated Employer will be the Employer, Plan Administrator, and Sponsor of the Spin-off Plan. The (A) Notice. The Withdrawing Employer will inform the Lead Trustee of the Spin-off Plan will be the person or entity Employer and the Plan Administrator of its intention to designated by the Terminated Employer, or, in the absence of withdraw from the Plan. The Withdrawing Employer must give any such designation, the Terminated Employer itself. If state the notice not less than 30 days prior to the Effective Date of its law prohibits the Terminated Employer from serving as Trustee, withdrawal. the Trustee is the president of a corporate Terminated Employer, the managing partner of a partnership Terminated Employer, the (B) Procedure. The Withdrawing Employer and the Lead managing member of a limited liability company Terminated Employer will agree upon procedures for the orderly withdrawal Employer, the sole proprietor of a proprietorship Terminated of the Withdrawing Employer from the Plan. Such procedures, Employer, or in the case of any other entity type, such other as they relate to the Accounts of the Employees of the person with title and responsibilities similar to the foregoing. Withdrawing Employer, may include any alternative described Notwithstanding the preceding sentence, the Lead Employer in Sections 12.11(B) and (C). may designate a financial institution as Trustee if the Lead Employer, in its sole discretion, deems it necessary to protect the (C) Costs. The Withdrawing Employer will bear all reasonable interests of the Participants. The Lead Employer may charge the costs associated with withdrawal and transfer under this Section Terminated Employer or the Accounts of the Employees of the 12.12. Terminated Employer with the reasonable expenses of establishing the Spin-off Plan. (D) Participants. The Employees of the Withdrawing Employer will cease to be eligible to accrue additional benefits (C) Transfer. The Terminated Employer, in lieu of the Lead under the Plan as to Compensation paid by the Withdrawing Employer's creation of the Spin-off Plan under Section Employer, as of the Effective Date of withdrawal. To the extent 12.11(B), may elect a transfer under this Section 12.11(C) to that such Employees have accrued but unpaid contributions as of effect the termination of its status as a Participating Employer. such Effective Date, the Withdrawing Employer will contribute To elect this alternative, the Terminated Employer must give such amounts to the Plan or the Spin-off Plan promptly after the notice to the Lead Employer of its choice, and must supply any Effective Date of withdrawal, unless the Accounts are documentation which the Lead Employer reasonably may transferred to a qualified plan the Withdrawing Employer require as soon as is practical and before the Effective Date of maintains. termination. If the Lead Employer has not received such notice and any required documentation within ten (10) days prior to the stated date of termination, the Lead Employer may proceed with the Spin-off Plan under Section 12.11(B). The Lead Employer will direct the Trustee to transfer (in accordance with the rules of Code §414(l) and the provisions of Section 11.06) the Accounts of the Employees of the Terminated Employer to a qualified plan the Terminated Employer maintains. The Terminated Employer must deliver to the Lead Employer in writing such identifying and other relevant information regarding the transferee plan and must provide such assurances as the Lead Employer may reasonably require that the transferee plan is a qualified plan. (D) Participants. The Employees of the Terminated Employer will cease to be eligible to accrue additional benefits under the Plan with respect to Compensation paid by the Terminated Employer, as of the Effective Date of the termination. To the extent that these Employees have accrued but unpaid contributions as of such Effective Date, the Terminated Employer will pay such amounts to the Plan or to the Spin-off Plan no later than 30 days after the Effective Date of © 2014 Great-West Trust Company, LLC or its suppliers 102

 

 

 

 

 

 

 


Exhibit 31.1
CERTIFICATIONS

I, Gary L. Coleman, certify that:

1.
I have reviewed this annual report on Form 10-K of Torchmark Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2019
 
 
/s/ Gary L. Coleman
 
 
 
Gary L. Coleman
Co-Chairman and Chief Executive Officer









Exhibit 31.2
  CERTIFICATIONS


I, Larry M. Hutchison, certify that:

I have reviewed this annual report on Form 10-K of Torchmark Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2019
 
 
/s/ Larry M. Hutchison
 
 
 
Larry M. Hutchison
Co-Chairman and Chief Executive Officer
 





Exhibit 31.3
 
CERTIFICATIONS
 

I, Frank M. Svoboda, certify that:

I have reviewed this annual report on Form 10-K of Torchmark Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 28, 2019
 
 
/s/ Frank M. Svoboda
 
 
 
Frank M. Svoboda
Executive Vice President and
Chief Financial Officer
 





Exhibit 32.1
 
CERTIFICATION OF PERIODIC REPORT


We, Gary L. Coleman, Co-Chairman and Chief Executive Officer, Larry M. Hutchison, Co-Chairman and Chief Executive Officer and Frank M. Svoboda, Executive Vice President and Chief Financial Officer of Torchmark Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of our knowledge:



(1)
the Annual Report on Form 10-K of the Company for the period ended December 31, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
Date: February 28, 2019
 
 
/s/ Gary L. Coleman
 
 
 
Gary L. Coleman
Co-Chairman and Chief Executive Officer
 
 
 
 
 
 
 
/s/ Larry M. Hutchison
 
 
 
Larry M. Hutchison
Co-Chairman and Chief Executive Officer
 
 
 
 
 
 
 
/s/ Frank M. Svoboda
 
 
 
Frank M. Svoboda
Executive Vice President and
Chief Financial Officer