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STATE BANKERS ASSOCIATION

MASTER DEFINED CONTRIBUTION PLAN

(As Approved by IRS Letter Dated June 30, 2020)

Basic Plan Document No. 02

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TABLE OF CONTENTS

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ARTICLE I
Definition of Terms

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ARTICLE II
Eligibility and Participation

ARTICLE III
Funding

ARTICLE IV
Participants’ Accounts and Adjustments

ARTICLE V
Retirement Dates

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ARTICLE VI
Vesting

ARTICLE VII
Death Benefits

ARTICLE VIII
Payment of Benefits

ARTICLE IX
InService Withdrawals and Loans

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ARTICLE X
The Fund

ARTICLE XI
Fiduciaries

ARTICLE XII
The Trust Fund

ARTICLE XIII
Plan Administration

ARTICLE XIV
Amendment and Termination of Plan

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ARTICLE XV
Miscellaneous

ARTICLE XVI
Adoption of the Plan

ARTICLE XVII
Special Rules for Plans with Employer Stock Investment

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ARTICLE XVIII
Determination of Hours of Service and Elapsed Time

ARTICLE XIX
Determination of Top Heavy Plan Status

ARTICLE XX
Rules Pertaining to Limitations on Contributions and Benefits

ARTICLE XXI
Rules Pertaining to Limitations on Participant PreTax,
Roth and AfterTax Contributions and Employer Matching Contributions

ARTICLE XXII
Multiple Employer Plan

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STATE BANKERS ASSOCIATION

MASTER DEFINED CONTRIBUTION PLAN

(As Approved by IRS Letter Dated June 30, 2020)

Basic Plan Document No. 02

The form of this Master Defined Contribution Plan and its related Trust have been designed to comply with the requirements of the Internal Revenue Code, as amended through the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015 and the regulations and guidance published by the Internal Revenue Service and reflected in 2017 Cumulative List of Changes in Plan Qualification Requirements (IRS Notice 2017-37).  This Plan has been submitted to the Internal Revenue Service for approval as to form as a qualified retirement plan under Section 401 of the Internal Revenue Code for use by Employer members of the Virginia Bankers Association and Employer members of other state banking associations that have negotiated its use with Benefits Corporation.  An Opinion Letter has been issued by the Internal Revenue Service as to the qualification of the form of the Plan under Section 401(a) and 4975(e)(7) of the Internal Revenue Code.

The Plan is intended to be a Replacement Plan for the Virginia Bankers Association Master Defined Contribution Plan and Trust Basic Plan Document No. 02 dated March, 2012 and for which letters of acceptability were issued by the Internal Revenue Service on March 31, 2012.  Prior to January 1, 2021, the Plan was known as the Virginia Bankers Association Master Defined Contribution Plan.

An Employer desiring to adopt this Plan should adopt it without change, except as permitted in in subparagraph 14.1(a)(iv) and except for completion of the necessary information in the Adoption Agreement.  The Employer may rely on the Opinion Letter from the Internal Revenue Service under the circumstances described in Rev. Proc. 2017-14.

Employers considering the use of this Plan must recognize that neither the Virginia Bankers Association, other state banking associations that have negotiated its use, the Virginia Bankers Association Benefits Corporation nor their employees or representatives can give any legal advice as to the acceptability or application of this Plan in any particular situation.  The qualification of a retirement plan, both upon its establishment and in operation, and the related tax consequences are the responsibilities of the Employer and its own legal counsel.

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STATE BANKERS ASSOCIATION

MASTER DEFINED CONTRIBUTION PLAN

(As Approved by IRS Letter Dated June 30, 2020)

Basic Plan Document No. 02

The following words and terms as used herein shall have the meaning set forth below, unless a different meaning is clearly required by the context:

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the Employer as a single employer pursuant to the following sections of the Code (as modified where applicable by Section 415(h) of the Code).

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Plan and is subsequently reclassified by the Employer, the Internal Revenue Service, a court, or otherwise as a common law employee or as an employee in an employment classification covered by the Plan, such person, for purposes of this Plan, shall be deemed an Eligible Employee from the actual (and not the effective) date of such reclassification, unless expressly provided otherwise by the Employer.

the term “Employer” shall include each Affiliate which during any year commencing after September 2, 1974 if the Plan was not maintained on or before such date, or otherwise during any year commencing after December 31, 1975, is treated as an Affiliate and each predecessor employer which maintained this Plan (but not beyond the time it ceased to maintain the Plan) within the meaning of Section 414(a) of the Code, but only for the portion of any such year or years so treated and for the purpose and to the extent required to be so treated.

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Unless specifically elected by the Employer in Option 4.7(a) of the Adoption Agreement, the top-paid group election is declined.

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all as more specifically provided in ARTICLE XVIII and in Option 4.5 of the Adoption Agreement.  An Employer may provide different rules for determining Hours of Service rules for different classes of Eligible Employees by completing Option 4.5 of the Adoption Agreement for each different class of Eligible Employee so long as the Plan continues to meet applicable non-discrimination rules.

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For purposes hereof, “compensation” means compensation as defined in Section 415(c)(3) of the Code.

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Notwithstanding the foregoing, the first Entry Date with respect to an Employee of an Employer which adopts the Plan as a participating employer as of a date after the Effective Date of the Plan shall be the Effective Date of the adoption of the Plan as to such Employer.  Additional Entry Dates may be provided in a participating employer’s Adoption Agreement.

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For purposes of this subparagraph, an Employee’s aggregate Years of Eligibility Service shall not include Years of Eligibility Service which are at any time excluded by the application of the provisions of this subparagraph.  The rule contained in this subparagraph is sometimes referred to as the “Eligibility Rule of Parity”.

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For purposes hereof, Elective Deferrals as defined in paragraph 21.1(b) and, except as provided below, matching contributions within the meaning of Section 401(m) of the Code (such as Employer Regular Matching Contributions) shall only be taken into account for purposes of determining the highest percentage of any Key Employee pursuant to clause (i)(B) of this subparagraph; and catch-up contributions described in Section 414(v) of the Code shall be disregarded altogether.  Matching contributions within the meaning of Section 401(m) of the Code such as Employer Regular Matching Contributions) shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Top Heavy Contribution requirement of the Plan.  The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan.  Matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.  For purposes hereof, “Top Heavy Compensation” shall have the meaning selected by the Employer in Option 12(a) of the Adoption Agreement and shall not exceed the Compensation Limit.

The minimum allocation is determined without regard to any Social Security contribution.  This minimum allocation shall be made even though, under other plan provisions, the Participant would not otherwise have received an allocation or would have received a lesser allocation for the year.  The minimum allocation (to the extent required to be non-forfeitable under Section 416(b) of the Code) may not be forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.

The top-heavy minimum contribution requirements of Section 416 of the Code and this subparagraph shall not apply in any Plan Year in which the Plan consists solely of a cash or deferred arrangement which meets the alternative method under Section 401(k)(12) of the Code of satisfying the nondiscrimination requirements of Section 401(k) of the Code and of matching contributions which meet the alternative method under Section 401(m)(11) of the Code of meeting the nondiscrimination requirements of Section 401(m) of the Code or a qualified automatic contribution arrangement under Section 401(k)(13) of the Code.

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to the extent necessary to reduce the excess amount to zero.  Each such contribution shall be conditioned on its deductibility.

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The Plan will not accept rollover contributions from individual retirement accounts or annuities described in section 408A of the Code.

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to the extent considered advisable by the Administrator in order to satisfy the requirements of paragraphs 4.3, 4.4, ARTICLE XX, ARTICLE XXI and/or to prevent the sum of Pre-tax Contributions and Roth Contributions by Participants and the contributions by the Employer for a taxable year of the Employer from exceeding the amount thereof deductible for such taxable year by the Employer for federal income tax purposes.

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To the extent that the non-qualified plan and this Plan provide for a matching contribution to be made by the Employer with respect to the participant’s non-qualified deferrals and Pre-tax Contribution, the terms of the match in the non-qualified plan must be identical to the terms of the Regular Matching Contribution under this Plan, but with the maximum match under the non-qualified plan reduced by the actual match under this Plan.  The Pre-tax Contribution to this Plan shall be made without adjustment for earnings (but including an adjustment for losses) on his non-qualified deferrals under the non-qualified plan.

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Information required by clauses (B), (C) and/or (D) may be provided by cross-reference to the relevant portions of the Plan’s summary plan description that provides the same information that

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would be otherwise provided in the notice and that has been provided (or is concurrently provided) to persons entitled to the notice.

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Information required by clauses (B), (C) and/or (D) may be provided by cross-reference to the relevant portions of the Plan’s summary plan description that provides the same information that would be otherwise provided in the notice and that has been provided (or is concurrently provided) to persons entitled to the notice.

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such assets are transferred directly from the exempt funding vehicle of such plan.  All such transferred assets shall be valued by the Trustee at their current fair market value at the date of transfer and shall be allocated to the account(s) under this Plan of each Participant on whose behalf transferred which corresponds to the account(s) under such other plan from which transferred as determined by the Employer.  All such transferred assets shall be held by the Trustee as part of the Fund to provide benefits under the Plan.

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(adjusted in each case for any income or loss in value, if any, allocable thereto) for the Plan Year which are included in the Annual Additions taken into account under the provisions of ARTICLE XX to the extent necessary to achieve compliance with the 415 Limitations described in ARTICLE XX.  After the return to such Participant of any After-tax, Roth and Pre-tax Contributions pursuant to the preceding sentence, any reallocation made in accordance with this paragraph shall be made first from the Employer Base Contributions and forfeitures allocated to him, then from Employer Regular Matching Contributions allocated to him, then from Safe Harbor or QACA Safe Harbor Contributions allocated to him, and lastly from Employer Top Heavy Contributions allocated to him for such Plan Year.  If a Participant’s After-tax, Roth and/or Pre-tax

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Contributions are returned pursuant to the foregoing, such contributions shall nevertheless still be considered made for any benefit accrual requirements contingent thereon.

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In no event shall any contributions or forfeitures be allocated to that part of a Participant’s Employer Base Active Account or his Employer Regular Matching Active Account which has been so suspended, but such unallocated portion shall nevertheless be adjusted to reflect the increases or decreases in the value of the Fund pursuant to paragraph 4.6.

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The Participant’s non-forfeitable interest in any unallocated portion of his Employer Base Active Account or his Employer Regular Matching Active Account at any relevant time shall equal the excess of:

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successor system or program thereto, or pursuant to any other available guidance from the Internal Revenue Service or U. S. Department of the Treasury.

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the Accrued Benefit of such Participant shall be fully vested and non-forfeitable.

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If a Participant incurs a forfeiture due to a cash-out and again becomes an Employee (the date which is referred to herein as the “Re-Employment Date”), an amount equal to such forfeited account balance (without increase or decrease for gain or loss in the Fund after the forfeiture) shall be restored to his Employer Base Active Account or Employer Regular Matching Active Account through a Supplemental Contribution made by the Employer for such Plan Year in which both:

For purposes of this subparagraph, a Participant who has no non-forfeitable interest in his Accrued Benefit (other than his Voluntary Deductible Account), shall be deemed to have been cashed-out pursuant to the provisions of this paragraph upon his ceasing to be an Employee and shall be deemed to have repaid such cashed-out benefit upon his Re-Employment Date provided that such Re-Employment Date occurs before his restoration right expires.  In the event of a forfeiture due to a cash-out, after a Participant’s restoration right expires, or in the event of a forfeiture due to other reasons, after a Participant’s forfeiture date, his remaining non-forfeitable Employer Active Account shall be designated as or added to his Employer Base Non-Forfeitable Account or Employer Regular Matching Non-Forfeitable Account and no further allocations of contributions or forfeitures shall be made to such account.

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For purposes hereof, a representative of the Plan is any officer of the Employer, the Administrator or any other person designated as such in writing by any of the foregoing.

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Clause (v)(B) of this subparagraph shall not apply unless the distribution occurring by reason of an event described therein is a Lump Sum Payment (as defined in paragraph 8.4).

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For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable life expectancy or distribution period in the Single Life Table or Joint and Last Survivor Table in Section 1.401(a)(9)-9 of the Treasury regulations (but with any non-spouse individual Beneficiary being deemed to be ten (10) years younger than the Participant), and such life expectancies and the applicable term certain for Periodic Installments shall not be redetermined except as required pursuant to Section 401(a)(9) of the Code.  If a Participant elects a Joint and 50% Spouse Survivor Annuity or a Joint and 75% Spouse Survivor Annuity form of payment and his Spouse dies before the Participant’s Annuity Starting Date, such form of payment shall not be given effect and such Participant’s Accrued Benefit shall be paid in the form otherwise applicable to or subsequently elected by him.

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For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable life expectancy or distribution period in the Single Life Table or Joint and Last Survivor Table in Section 1.401(a)(9)-9 of the Treasury regulations (but with any non-spouse individual Beneficiary being deemed to be ten (10) years younger than the Participant), and such life expectancies and the applicable term certain for Periodic Installments shall not be redetermined except as required pursuant to Section 401(a)(9) of the Code.

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For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable expected return multiples under Section 72 of the Code, and life expectancies and the applicable term certain for Periodic Installments shall not be redetermined.

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Notwithstanding the foregoing, with respect to any portion of the distributions from this Plan that consists of a Participant’s Roth Account, an “eligible retirement plan” means an individual retirement plan described in Section 408A of the Code (sometimes referred to as a Roth IRA), a qualified trust described in Section 401(a) of the Code that accepts the prospective recipient’s eligible rollover distribution consisting of Roth Contributions and an annuity contract described in Section 403(b) of the Code that accepts the prospective recipient’s eligible rollover distribution consisting of Roth Contributions.

A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income.  However, such portion may be paid only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred and earnings thereon, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.  Such portion may also be paid to an annuity contract described in Section 403(b) of the Code or a qualified defined benefit plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred and earnings thereon, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

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It is intended that the automatic rollover provisions of the Plan satisfy the safe harbor therefore under Department of Labor regulations section 2550.404a-2, and such provisions shall be interpreted and administered in accordance therewith.

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For purposes hereof, a representative of the Plan is any officer of the Employer, the Administrator or any other person designated as such in writing by any of the foregoing.

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Notwithstanding the foregoing, if elected by the Employer in Option 10.3(b) of the Adoption Agreement, the Cash–Out Limit or the lower maximum mandatory cash out amount described in Option 10.3(a) of the Adoption Agreement shall be determined without taking a Participant’s Rollover Account into account.

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protocol or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the claimant or his duly authorized representative upon request in writing, and

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such explanation will be provided free of charge upon request in writing, and

The Administrator’s decision made in good faith shall be final.

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For purposes of this clause (ii) of this subparagraph and subparagraph 8.13(e), distributions are considered to begin on the Participant’s required beginning date (or if clause (ii)(D) above applies, the date distributions are required to begin to the surviving spouse under clause (ii)(A) above). If annuity payments irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under clause (ii)(A) above), the date distributions are considered to begin is the date distributions actually commence.

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(I)The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(II)If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(III)If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

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which the Administrator deems appropriate to relieve such hardship.

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The immediate and heavy need requirement shall be considered satisfied if the need is on account of a hardship described in clauses (A), (C) or (E) above experienced by the Participant’s Beneficiary.  For purposes hereof, the Beneficiary must be a primary Beneficiary designated by the Participant on a form that is on file with the Administrator on both the date the application for the hardship is submitted and the date the distribution is made and who has an unconditional right to all or a portion of the Participant’s Account under the Plan upon the Participant’s death.

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The Participant contribution suspension requirement of clause (ii)(D) is hereby imposed on any Severe Hardship withdrawal or similar hardship authorized in any other qualified plan maintained by the Employer and shall be deemed agreed to by any Participant requesting a Severe Hardship withdrawal or such other similar hardship withdrawal.

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Any such different scheme or designation rights shall be communicated to Participants as part of the withdrawal application materials provided to Participants on request or in any other manner determined by the Administrator.

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and with respect to each of the foregoing, the Insurer shall be fully indemnified and protected in relying upon the advice and direction of the Trustee.

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upon or incurred by the Trustee by virtue of any such amendment and/or transfer, whether such claims, liabilities or expenses result from claims of Employees, Participants, Beneficiaries or any other person, entity or governmental agency or body.

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to participate in this master plan known as the State Bankers Association Master Defined Contribution Plan and its related Trust, the Plan shall be considered an individually designed plan, and as soon as administratively feasible, all assets of the Fund attributable to the Plan of the Employer shall be removed from any common trust fund composed of asset attributable to other employers adopting this master plan.

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provisions of the preceding sentence are subject to the diversification rights required by Section 401(a)(35) of the Code and described in paragraph 17.18.  Notwithstanding the foregoing, contributions made by the Employer in Stock shall only be permitted to the extent that such contribution does not constitute a prohibited transaction under Section 4975 of the Code.

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Fiduciary with respect to Stock or by reason of any inaction on the Trustee or Custodian’s part to the extent its investment powers have been limited by any such direction.  The Employer and the Named Fiduciary with respect to Stock shall be governed by the powers and restrictions imposed on the Trustee in its exercising its invest­ment direction rights hereunder.

For purposes hereof, a “tender offer” is intended to include any acquisition proposal which does not require voting rights with respect to Stock to be exercised.

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Such direction may include, but shall not be limited to, an instruction to vote such Stock or to accept or reject such tender offer based on the manner in which such rights with respect to a majority (or some other specified percentage or fraction) of shares of Stock with respect to which such voting or tender acceptance or rejection rights are passed through to Participants are exercised.

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complies with the leave procedures required under the Employer’s leave policies and the Family and Medical Leave Act.  If Elapsed Time is used, the 12 consecutive month period that constitutes a Year of Broken Service will not begin until the first anniversary of the first date of absences.

then the Employee shall be credited with that number of Hours of Service which would normally have been credited to the Employee during such absence but for such absence or, if the Employee’s otherwise credited Hours of Service cannot be readily determined, with eight (8) Hours of Service per day of such absence, except that the total number of Hours of Service so credited shall not exceed that number needed to avoid incurring a Year of Broken Service.  Such Hours of Service shall be credited either for the applicable year in which the absence from work begins, if the Employee would be prevented from receiving a Year of Broken Service for such year solely because such periods of absence are treated as Hours of Service as provided in this subparagraph, or in the im­mediately following year, in any other case.  Notwithstanding the foregoing, no credit for Hours of Service shall be given under this subparagraph unless the Employee furnishes to the Administrator such timely information as the Administrator may reasonably require to establish that the absence from work is for one of the foregoing reasons or purpose and the number of days for which there was such an absence.

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(a)The total excess amount allocated as of such date, times

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(b)The ratio of (i) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other qualified master or prototype defined contribution plans.

For this purpose, any excess amount applied under paragraph 4.5 of the Plan and subparagraphs 20.2(c) and 20.3(f) in the Limitation Year to reduce Employer contributions will be considered Annual Additions for such Limitation Year.

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The compensation limitation referred to in clause (ii) shall not apply to any contribution for medical benefits (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition under Section 415(l)(1) or 419A (d)(2) of the Code.  If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:

Number of months in the short Limitation Year

12

If the Plan is terminated as of a date other than the last day of a Limitation Year, the Plan is deemed to have been amended to change the Limitation Year and the Maximum Permissible Amount shall be prorated for the resulting short Plan Year.

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(I)Two hundred percent (200%) of the Average Deferral Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year, or

(II)Two (2) percentage points over the Average Deferral Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year.

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(I)QNECs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater for any Non-Highly Compensated Employee than the product obtained by multiplying the Non-Highly Compensated Employee’s Eligible Compensation multiplied by the greater of (a) five percent (5%) (or ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) or (b) two times the representative contribution rate (as defined in Inc. Tax Regs. Section 1.401(k)-2(a)(6)(iv)(B)).

(II)QMACs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater than the greatest of (a) five percent (5%) (or, if permitted, ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) of the Non-Highly Compensated Employee’s Eligible Compensation, (b) the sum of the Non-Highly Compensated Employee’s Pre-tax Contributions, Roth Contributions, After-tax Contributions, employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate Matching Contributions or other matching contributions), or (c) the product obtained by multiplying (1) the sum of the Non-Highly Compensated Employee’s Pre-tax Contributions, Roth Contributions, After-tax Contributions, employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate Matching Contributions or other matching

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contributions) by (2) two times the representative matching rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(5)(ii)(B)).

(III)Any other elective deferrals under a cash or deferred arrangement described in Section 401(k) of the Code.

(I)It is allocated as of a date within the Plan Year (which generally means that it is not contingent upon the Employee’s participation in the plan or arrangement or performance of services on any date subsequent to that date and that is actually paid to the funding vehicle of the plan or arrangement no later than the end of the 12-month period immediately following such Plan Year).

(II)In the case of a Pre-tax Contribution, Roth Contribution and any other elective deferral, it either relates to compensation that either would have been received by the Employee in such Plan Year but for his election to contribute to the plan or arrangement or is attributable to services performed by the Employee in the Plan Year, and but for the Employee’s election to contribute to the plan or arrangement, would have been received by the Employee within two and one-half (2-1/2) months after the end of such Plan Year.

(III)In the case of a QNEC or a QMAC, it is not used to satisfy the safe harbor contribution requirement for use of the alternative method of non-discrimination testing under Section 401(k)(12) of the Code or for use of the alternative method of non-discrimination testing under Section 401(m)(11) of the Code.

(I)It is an elective deferral under a safe harbor plan that satisfies the alternative method of non-discrimination testing under Section 401(k)(12) of the Code.

(II)It is a Catch-up Elective Deferral.

(III)It is made by reason of a Participant’s qualified military service pursuant to Section 414(u) of the Code.

(IV)It is withdrawn pursuant to the provisions of paragraph 9.12.

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Notwithstanding the foregoing, in no case shall the amount of Excess Deferral Contributions recharacterized with respect to any Highly Compensated Employee exceed the amount of his Pre-tax Contributions Roth Contributions and other elective deferrals.  When Excess Deferral Contributions for the Highly Compensated Employees cannot be recharacterized, such Excess Deferral Contributions (as adjusted for income or loss thereon) shall be distributed in a “corrective distribution” to the Highly Compensated Employees at such time as the Administrator shall determine but in no event later than twelve (12) months after the end of the Plan Year for which made.  Notwithstanding the time period described above for the distribution, any amounts distributed more than two and one-half (2-1/2) months after the end of the Plan Year (6 months after the end of the Plan Year in the case of a Plan that has elected Option 6.2(b) of the Adoption Agreement and all Participants are covered by the EACA) may be subject to the ten percent (10%) excise tax imposed on the Employer by Section 4979 of the Code.

Step A.  The total dollar amount of all Excess Deferral Contributions calculated as provided in subparagraph 21.2(b) must be eliminated.

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Step B.  The Deferral Contributions of the Highly Compensated Employee with the highest dollar amount of Deferral Contributions must be reduced by the amount required to cause that Highly Compensated Employee’s Deferral Contributions to equal the dollar amount of the Deferral Contributions of the Highly Compensated Employee with the next highest dollar amount of Deferral Contributions.  This amount is then eliminated for the Highly Compensated Employee with the highest dollar amount.  However, if a lesser reduction, when added to the total dollar amount already eliminated under this step, would equal the total Excess Deferral Contributions, the lesser reduction amount is eliminated.

Step C.  If the total amount distributed is less than the total Excess Deferral Contributions, step B is repeated.

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(I)Two hundred percent (200%) of the Average Contribution Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year, or

(II)Two (2) percentage points over the Average Contribution Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year.

(I)Employee contributions to the defined contribution portion of a plan described in Section 414(k) of the Code.

(II)Employee contributions to a qualified cost-of-living arrangement described in Section 415(2)(B) of the Code, without regard to the requirement that contributions be allocated to a separate account to which attributable earnings are allocated.

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(III)Employee contributions applied to the purchase of whole life insurance protection or survivor benefit protection under a defined contribution plan.

(IV)Amounts attributable to excess contributions as defined for purposes of Section 401(k) of the Code which are recharacterized as after-tax employee contributions (other than Roth Contributions).

(V)Employee contributions to a contract described in Section 403(b) of the Code.

Notwithstanding the foregoing, after-tax employee contributions do not include Roth Contributions, loan repayments, cash-out buy-backs, qualifying rollover contributions, employee contributions which are transferred to a plan or any other amounts which are excluded from such term under Section 401(m) of the Code.

(I)QNECs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater for any Non-Highly Compensated Employee than the product obtained by multiplying the Non-Highly Compensated Employee’s Eligible Compensation multiplied by the greater of (a) five percent (5%) (or ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) or (b) two times the representative contribution rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(6)(v)(B)).

(II)Any elective deferrals under a cash or deferred arrangement described in Section 401(k) of the Code other than elective deferrals under a safe harbor plan that satisfies the alternative method of non-discrimination testing under Section 401(k)(12) or 401(k)(13) of the Code, elective deferrals that are Catch-up Elective Deferrals, elective deferrals made by reason of a Participant’s qualified military service pursuant to Section 414(u) of the Code and elective deferrals withdrawn pursuant to paragraph 9.12 of the Plan.

(I)In the case of an after-tax employee contribution it is actually paid to the funding vehicle of the plan or an agent of the plan who remits the contribution to the funding vehicle within a reasonable time.

(II)In the case of a matching contribution, it is allocated as of a date within the Plan Year, it is actually paid to the funding vehicle of the plan no later than the end of

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the 12-month period immediately following such plan year and it is made on behalf of the Employee’s elective deferrals or employee contributions for the plan year, and the aggregate matching contributions taken into account do not exceed the greatest of (a) five percent (5%) (or, if permitted, ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) of the Non-Highly Compensated Employee’s Eligible Compensation, (b) the sum of the Non-Highly Compensated Employee’s employee after-tax contributions and elective deferrals (counting only such types of contributions which may generate matching contributions), or (c) the product obtained by multiplying (1) the sum of the Non-Highly Compensated Employee’s employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate matching contributions) by (2) two times the representative matching rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(5)(ii)(B)).

(III)In the case of a QNEC, it is allocated as of a date within the Plan Year (which generally means that it is not contingent upon the Employee’s participation in the plan or arrangement or performance of services on any date subsequent to that date and that is actually paid to the funding vehicle of the plan or arrangement no later than the end of the 12-month period immediately following such Plan Year), and

(IV)In the case of an elective deferral, it either relates to compensation that either would have been received by the Employee in such Plan Year but for his election to contribute to the plan or arrangement or is attributable to services performed by the Employee in the Plan Year, and but for the Employee’s election to contribute to the plan or arrangement, would have been received by the Employee within two and one-half (2-1/2) months after the end of such Plan Year.

(V)In the case of a QNEC or a QMAC, it is not used to satisfy the safe harbor contribution requirement for use of the alternative method of non-discrimination testing under Section 401(k)(12) of the Code or for use of the alternative method of non-discrimination testing under Section 401(m)(11) of the Code.

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Notwithstanding the time period described above for the return of Excess Aggregate Contributions, any amounts distributed more than two and one-half (2-1/2) months after the end of the Plan Year (6 months after the end of the Plan Year in the case of a Plan that has elected Option 6.2(b) of the Adoption Agreement and all Participants are covered by the EACA) may be subject to the ten percent (10%) excise tax imposed on the Employer by Section 4979 of the Code.

Step A.  The total dollar amount of all Excess Aggregate Contributions calculated as provided in subparagraph 21.3(b) must be eliminated.

Step B.  The Aggregate Contributions of the Highly Compensated Employee with the highest dollar amount of Aggregate Contributions must be reduced by the amount required to cause that Highly Compensated Employee’s Aggregate Contributions to equal the dollar amount of the Aggregate Contributions of the Highly Compensated Employee with the next highest dollar amount of Aggregate Contributions.  This amount is then eliminated for the Highly Compensated Employee with the highest dollar amount.  However, if a lesser reduction, when added to the total dollar amount already eliminated under this step, would equal the total Excess Aggregate Contributions, the lesser reduction amount is eliminated.

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Step C.  If the total amount eliminated is less than the total Excess Aggregate Contributions, step B is repeated.

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FIRST AMENDMENT TO

STATE BANKERS ASSOCIATION

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MASTER DEFINED CONTRIBUTION PLAN

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(June 2020)

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Basic Plan Document No. 02

Pursuant to subparagraph 14.1(b) of the Plan, the Board of Directors of the Virginia Bankers Association Benefits Corporation hereby adopts the following amendment to Basic Plan Document No. 02 (June, 2020):

The letter of acceptability issued by the Internal Revenue Service does not address these provisions.

1. A new subparagraph 3.4(c) is added to the Plan, effective March 27, 2020, to read as follows:

3.4(c)During the calendar years 2020, 2021 and 2022, the Plan will accept any repayment of a COVID-Related Distribution (as described in paragraph 9.15) as a Rollover Contribution by Participant contribution.

2.Clause (iii)(B) of subparagraph 8.1(b) of the Plan is amended, effective January 1, 2020, to read as follows:

(B)The end of the calendar year in which the Participant would have attained the age of seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72); and

3. Clause (ii)(B) of subparagraph 8.3(c) of the Plan is amended, effective January 1, 2020, to read as follows:

(B)Such installments commence not later than:

(I)the end of the first (1st) calendar year following the calendar year in which the Participant’s death occurs in the case such individual Beneficiary is not the Participant’s Spouse or

(II)the later of the end of the calendar year in which the Participant would have attained the age of seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72); or the end of the first (1st) calendar year following the calendar year in which the Participant’s death occurs in the case such individual Beneficiary is the Participant’s Spouse.

4. The clause (ii)(B) of subparagraph 8.7(b) of the Plan is amended, effective January 1, 2020, to read as follows:

(B)A distribution to the extent it is required under the minimum distribution requirement of Section 401(a)(9) of the Code; provided, however, that if an amount would

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have been a required minimum distribution for calendar year 2009 or 2020 but for the waiver of required minimum distributions for calendar year 2009 or 2020 (if applicable to the Plan), then the Administrator may offer the recipient of such distribution a direct rollover to an eligible retirement plan, but the distribution is not subject to federal mandatory income tax withholding if the recipient declines the direct rollover,

5. The flush language at the end of subparagraph 8.13(a) of the Plan is amended to add the following sentences, effective January 1, 2020, to read as follows:

Further and notwithstanding anything to the contrary in this paragraph or elsewhere in the Plan, the Plan shall be operated on the basis that required minimum distributions are waived, and there are no required minimum distributions, for calendar year 2020 as provided in Section 401(a)(9)(I) of the Code.

6.Clause (ii)(A) of subparagraph 8.13(c) of the Plan is amended to add the following sentences, effective January 1, 2020, to read as follows:

(A)If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided in subparagraph 8.13(g), distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2 or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72), if later.

7. Clause (v) of subparagraph 8.13(f) of the Plan is amended, effective January 1, 2020, to read as follows:

(v)“Required Beginning Date” shall mean in the case of a Participant, the later of  the first day of April of the calendar year following the calendar year in which the Participant attains the age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72), or  retires, except that benefit distributions to a 5-Percent Owner must commence by the first day of April of the calendar year following the calendar year in which the 5-Percent Owner attains the age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019, with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72).

(A)Any Participant who is not a 5-Percent Owner and who reaches age seventy and one-half (70-1/2) while employed by the Employer and on or before December 31, 1998 may elect to begin to receive his non-forfeitable Accrued Benefit at any time after he attains the age of seventy and one-half (70-1/2) and at or before the April 1 of the calendar year following the calendar year in which he attains the age of seventy and one-half (70-1/2).  The non-forfeitable Accrued Benefit of a Participant for each Plan Year after his Accrued Benefit commences pursuant to this clause shall commence to be paid as soon as possible after each such Plan Year.

(B)Any Participant attaining the age of 70-1/2 in years prior to 1997 may elect to stop distributions and recommence by the later of the April 1 of the calendar year following the year in which the Participant retires.  In such case, the Participant shall have a new Annuity Starting Date upon recommencement.  

Notwithstanding the foregoing, no Required Beginning Date will occur in calendar year 2020.

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8. Clause (vi) of subparagraph 8.13(f) of the Plan is amended, effective January 1, 2020, to read as follows:

(vi)“5-Percent Owner” means a Participant is a 5-Percent Owner as defined in section 416(i) of the Code (determined in accordance with section 416 but without regard to whether the plan is top-heavy) at any time during the plan year ending with or within the calendar year in which such owner attains age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72).  Once distributions have begun to a 5-Percent Owner under this paragraph, they must continue to be distributed, even if the Participant ceases to be a 5-Percent Owners in a subsequent year.  

9. The paragraph 9.9 of the Plan is amended, effective March 27, 2020, to read as follows:

9.9No Withdrawal Restoration.  No restoration of amounts withdrawn shall be permitted, except as permitted in paragraph 9.15, if applicable.

10.A subparagraph 9.10(c) of the Plan us amended, effective March 27, 2020, to read as follows:

9.10(c)All loans shall require repayment by substantially level amortization with payments not less frequently than quarterly and shall otherwise be repaid in the manner and within a specified period of time as determined by the Administrator, but in no event to exceed thirty (30) years for “home loans” or five (5) years for all other loans.  For purposes hereof a “home loan” is any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as a principal residence of the Participant.  Notwithstanding the foregoing, if elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, the repayment provision described above are modified for any loan outstanding on or after March 27, 2020 to a “Qualified Individual” (as defined in paragraph 9.15) to suspend any required repayment due before December 31, 2020 for a period of one year.  Subsequent repayments shall be adjusted to appropriately reflect the period of suspension in the earlier repayment due date and any interest accruing during the delay.  The period of the repayment suspension shall be disregarded in applying five (5) year repayment period described above.

11.A new subparagraph 9.10(k) is added to the Plan, effective March 27, 2020, to read as follows:

9.10(k)If elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, in the case of loans made to a “Qualified Individual” (as defined in paragraph 9.15) between March 27, 2020 and September 22, 2020:  

(i)The security requirement described in 9.10(a)(i)(A) is revised to provide that not more than one hundred percent (100%) of a Participant’s non-forfeitable Accrued Benefit (exclusive of his Voluntary Deductible Account) may be considered adequate security for such purpose; and

(ii)The limitation on the amount of outstanding loans from the Plan and all other qualified employer plans of the Employer and of each Affiliate as set forth in clauses (A) and (B) of subparagraph 9.10(a)(v) are replaced with $100,000 and one hundred percent (100%) of the sum of the Participant’s non-forfeitable Accrued Benefit (exclusive of his Voluntary Deductible Account) under this Plan, respectively.  

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12.A new paragraph 9.15 is added to the Plan, effective March 27, 2020, to read as follows:

9.15COVID -Related Distributions.  

9.15(a)If elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, effective for the calendar year 2020, “COVID-Related Distributions” (as defined below) shall be available under the Plan to “Qualifying Individuals (as defined below).  

9.15(b)For purposes hereof:

(i)A “COVID Related Distribution” means any distribution from the Plan made during the 2020 calendar year to a Qualifying Individual.  Such distribution shall not exceed $100,000 from the Plan and all other qualified employer plans of the Employer and of each Affiliate.

(ii)A “Qualifying Individual” means an individual:

(A)who was diagnosed with the coronavirus disease 2019 (COVID-19) by a test approved by the Center for Disease Control;

(B) whose spouse or dependent (as defined in Section 152 of the Code) with such virus or disease by such test; or

(C) who experiences adverse financial consequences as a result of being quarantined; being furloughed or laid off; or having work hours reduced due to such virus or disease; being unable to work due to lack of child care due to such virus or disease; closing or reducing hours of a business owned or operated by the individual due to such virus or disease; or such other factors as determined by the Secretary.

(iii)The Administrator may rely on the Participant’s certification that he satisfies the conditions described above in determining whether any distribution is a COVID-Related Distribution.

This First Amendment is adopted by the Board of Directors of the Benefits Corporation on this 25th day of May, 2021.  Employers adopting the Plan shall be notified of this amendment in writing, and a copy of this amendment shall be provided to each.

VIRGINIA BANKERS ASSOCIATION

BENEFITS CORPORATION

Plan Sponsor

By: /s/ Tom Cherry (SEAL)

Its Chairman

Attest: /s/ Laurie Milligan​ ​

Its COO

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SECOND AMENDMENT TO

STATE BANKERS ASSOCIATION

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MASTER DEFINED CONTRIBUTION PLAN

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(June 2020)

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Basic Plan Document No. 02

Pursuant to subparagraph 14.1(b) of the Plan, the Board of Directors of the Virginia Bankers Association Benefits Corporation hereby adopts the following amendment to Basic Plan Document No. 02 (June, 2020):

The letter of acceptability issued by the Internal Revenue Service does not address these provisions.

Amendments Relating to Hardship Withdrawal Provisions.

Subject to applicable suspensions as provided in subparagraph 4.11(e) (effective for Plan Years beginning on or after January 1, 2009) and, effective prior to January 1, 2019, in ARTICLE IX, Participants may make Contributions as follows:

2. The subparagraph 3.5(a) of the Plan is amended, effective January 1, 2019, to read as follows:

3.5(a)A Participant’s contributions which may be made by payroll deposit shall commence to be made starting as of the effective date of his application to make such contribution.  A Participant who is an Eligible Employee may commence making payroll deposit contributions initially as of the date he first becomes a Participant and thereafter he may commence, terminate, change the rate or type or recommence (subject however to the provisions of clause (ii) of subparagraph 9.6(b) in the case of contributions prior to January 1, 2019) and paragraph 4.11(e)), his payroll deposit contributions as of the first day of any payroll period, the first day of any calendar month, the first day of any calendar quarter, or the first day of any Plan Year, as permitted by the Employer in Option 6.5 of the Adoption Agreement, by delivering a written payroll deposit election form to the Administrator no later than twenty (20) days (or such shorter period as the Administrator may permit on a uniform and non-discriminatory basis) before such first day and prior to the time the amounts in question are payable or otherwise made available to the Participant.

3. The subparagraph 3.5(c) of the Plan is amended, effective January 1, 2019, to read as follows:

3.5(c)If a Participant ceases to be an Eligible Employee, his contributions to the Plan shall cease to be made.  Except as otherwise prohibited by clause (ii) of subparagraph 9.6(b) in the case of contributions prior to January 1, 2019 and subparagraph 4.11(e), if such individual again becomes an Eligible Employee, he shall again be entitled to recommence his payroll deposit contributions at a rate designated by him as of the first payroll period of any succeeding calendar quarter by delivering a new written payroll deposit election form to the Administrator no later twenty (20) days (or such shorter period as the Administrator may permit on a uniform and non-discriminatory basis) before its effective date and prior to the time that the amounts in question are payable or otherwise made available to the Participant.

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4. Paragraph 9.6 of the Plan is amended, effective January 1, 2019 and as otherwise stated herein, to read as follows:

9.6Hardship Withdrawals from Pre-tax, Roth and/or Employer Safe Harbor Accounts.

9.6(a)If permitted by the Employer as indicated in Option 10.1(e) of the Adoption Agreement, a Participant who is employed by the Employer and who suffers a Severe Hardship may, upon written request approved by the Administrator, make a hardship withdrawal of all or that portion of the balance in his Pre-tax Account and his Roth Account (without distinction between contribution or earnings) which the Administrator deems appropriate to relieve such hardship.

Prior to August 1, 2021, hardship withdrawals were permitted only from:

(i)The balance of his Pre-tax Account and/or his Employer Safe Harbor Account as of the end of the last Plan Year beginning before January 1, 1989 plus

(ii)His Pre-tax Contributions made for Plan Years beginning after December 31, 1988 and his Roth Matched Contributions (each without regard to earnings thereon) then considered held in his Pre-tax Account and his Roth Account, respectively.

9.6(b)“Severe Hardship” of a Participant for purposes of this paragraph shall be determined by the Administrator upon review of each situation and in accordance with the following objective standard and shall mean an immediate and heavy need for financial assistance in meeting obligations incurred or to be incurred by the Participant, taking into account the Participant’s other reasonably available resources, as provided below.  A Severe Hardship shall be considered to exist only where the conditions of both of the following clauses (i) and (ii) are satisfied:

(i)The immediate and heavy need requirement shall be considered satisfied only where the need is on account of any of the following:

(A)Expenses for (or necessary to obtain) medical care (to the extent not reimbursable or compensable by any plan, program, insurance or otherwise) that would be deductible to the Participant under Section 213(d) of the Code (determined without regard to whether the expenses exceed seven and one-half percent (7.5%) of adjusted gross income).

(B)Costs directly related to the acquisition (excluding mortgage payments) of a dwelling unit which within a reasonable time is to be used (determined at the time the withdrawal is made) as the principal residence of the Participant.

(C)Payment of tuition, related educational expenses and room and board for the next 12-months of post-secondary education for the Participant, the Participant’s spouse, the Participant’s children or any of the Participant’s dependents (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code).

(D)Payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant’s principal residence.

(E)Payment of burial or funeral expenses of any of the Participant’s deceased parent, spouse, children or other dependents (as defined in Section 152 of the Code without regard to Section 152(d)(1)(B) of the Code).

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(F)Payment of expenses for repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Section 165 of the Code (determined without regard to Section 165(h)(5) of the Code and whether the loss exceeds ten percent (10%) of adjusted gross income).

(G)Effective for disasters occurring after August 1, 2021, expenses and losses (including loss of income) incurred by a Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in the area designated by FEMA for individual assistance with respect to the disaster.

The immediate and heavy need requirement shall be considered satisfied if the need is on account of a hardship described in clauses (A), (C) or (E) above experienced by the Participant’s Beneficiary.  For purposes hereof, the Beneficiary must be a primary Beneficiary designated by the Participant on a form that is on file with the Administrator on both the date the application for the hardship is submitted and the date the distribution is made and who has an unconditional right to all or a portion of the Participant’s Account under the Plan upon the Participant’s death.

(ii)The distribution is necessary to satisfy the immediate and heavy need only when all of the following occur:

(A)The distribution from the Plan does not exceed the amount of the immediate and heavy need plus the projected federal, state or local income tax liability or penalties reasonably anticipated to be levied with respect to the amount to be withdrawn (taking into account the following described currently available funds).

(B)The Participant has obtained all currently available distributions (including distributions of ESOP dividends under Section 404(k) of the Code), other than Severe Hardship under this Plan and comparable hardship distributions under other qualified plans, under this Plan and all other qualified plans maintained by the Employer.

(C)Effective January 1, 2020, the Participant represents that he has insufficient case or other liquid assets to satisfy the need.

(D)Effective for Plan Years beginning before January 1, 2019, the Participant agrees to a suspension of his Elective Deferrals (as defined in clause (iv) of subparagraph 21.1(b)) and his After-tax Contributions to this Plan) and all his employee contributions including Catch-up Contributions (other than mandatory employee contributions to a defined benefit plan and rollover contributions to any plan) to this Plan and all other qualified plans and non-qualified plans of deferred compensation (other than health or welfare benefit plans) maintained by the Employer, including, but not limited to stock option, stock purchase and similar plans, for a period of six (6) months after receipt of a Severe Hardship, and all applicable plans so provide or the Participant’s contributions to such applicable plans are otherwise so suspended under the terms of a legally enforceable agreement.  

Effective for Plan Years beginning before January 1, 2019, the Participant contribution suspension requirement of clause (ii)(D) is hereby imposed on any Severe Hardship withdrawal or similar hardship authorized in any other qualified plan maintained by the Employer and shall be deemed agreed to by any Participant requesting a Severe Hardship withdrawal or such other similar hardship withdrawal.

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9.6(c)Effective for Plan Years beginning before January 1, 2019, the Participant contribution suspension referred to in clause (ii)(D) of subparagraph 9.6(b) shall be imposed for the applicable period beginning on the first day of the payroll period next following the date of withdrawal.  For purposes hereof, separate periods of suspension under this paragraph shall run concurrently.

9.6(d)A Participant who is an Eligible Employee may recommence his contributions to the Plan after his applicable period of suspension imposed under clause (ii)(D) of subparagraph 9.6(b) has expired on the first day of any calendar quarter thereafter or January 1, 2019, if earlier, by his delivering a new payroll deposit election form to the Administrator at least thirty (30) days (or such shorter period as the Administrator on a uniform and non-discriminatory basis may determine) prior to the date it is to become effective, designating the date, rate and type or types of such recommencement of contributions. However, if the Employer has elected in Option 6.2 or 6.3 of the Adoption Agreement to provide a “deemed election” of Pre-tax Contributions or Roth Contributions, then such Participant’s Pre-tax Contributions or Roth Contributions shall recommence automatically on the first day of the calendar month following the expiration of the suspension at the level in effect prior to the suspension.  Otherwise contributions will not automatically recommence.

9.6(e)Effective for Plan Years beginning before January 1, 2019, for purposes hereof, unless otherwise provided in the applicable asset transfer, plan merger or consolidation or adoption agreement, the remaining period of any suspension from participation under any plan which is merged into this Plan at the time of such merger shall be considered a period of suspension under this paragraph during which Participants may not contribute to the Plan.

This Second Amendment is adopted by the Board of Directors of the Benefits Corporation on this31st day of August, 2021.  Employers adopting the Plan shall be notified of this amendment in writing, and a copy of this amendment shall be provided to each.

VIRGINIA BANKERS ASSOCIATION

BENEFITS CORPORATION

Plan Sponsor

By: /s/ Thomas Cherry (SEAL)

Its Chairman

Attest:​ ​​ ​​ ​​ ​​ ​​ ​

Its​ ​​ ​​ ​​ ​​ ​​ ​