Exhibit 4.21
EXHIBIT A
AMENDMENT NO. 2
TO
ADOPTION AGREEMENT
#001
RELATING TO
RETIREMENT SAVINGS TRUST AND
PLAN
A PROTOTYPE PLAN SPONSORED
BY
CALFEE, HALTER & GRISWOLD
LLP
NORTH COAST ENERGY, INC.
EMPLOYEES’
PROFIT SHARING TRUST AND
PLAN
Restatement Date: January
1, 2003
1.
Section (4) of Adoption Agreement
#001 is hereby amended, effective as of January 1, 2002, by the
deletion of the last sentence of footnote #1 and the substitution
in lieu thereof of a new sentence to read as follows:
“No contributions may be made
to this Trust and Plan other than pre-tax contributions pursuant to
Section (23)(d) and Participating Company contributions pursuant to
Section 23(a)(vi).”
2.
Section (20) of Adoption
Agreement #001 is hereby amended, effective as of January 1,
2002, by the deletion of subparagraph (b) of said Section (20)
and the substitution in lieu thereof of a new subparagraph (b) to
read as follows:
“(b)
Safe Harbor Adjustments To
Compensation: (select all that apply)
ý
Compensation shall be increased for
salary reduction amounts under Code Sections 401(k), 125 (including
amounts deemed to be contributions under Code Section 125),
132(f)(4), 403(b) and similar plans as described in Section
2.14(b)(i) of the Trust and Plan
o
Compensation shall be reduced by any
extra benefits as described in Section 2.14(b)(ii) of the Trust and
Plan
o
none of the above.”
3.
Section (23) of Adoption Agreement
#001 is hereby amended, effective as of January 1, 2002, by the
deletion of footnote #6 in subparagraph (a)(i) of said Section (23)
and the substitution in lieu thereof of a new footnote #6 to read
as follows:
“6
May not exceed
25%.”
4.
Section (23) of Adoption Agreement
#001 is hereby further amended, effective as of January 1, 2002, by
the deletion of subparagraph (a)(ii) of said Section (23) and the
substitution in lieu thereof of a new subparagraph (a)(ii) to read
as follows:
ý
(ii)(1)
Matching
Contributions . A
matching contribution in an amount equal to: (select
one)
ý
50 % of each eligible
Participant’s contributions up to a maximum matching
contribution of 5% (percentage of Participant’s Compensation
or dollar amount)
o
a percentage of each eligible
Participant’s contributions as determined by the
Participating Company for a match period up to a maximum matching
contribution of
(percentage of Participant’s Compensation or dollar
amount)
o
not applicable
The match period for which matching
contributions are made is: (select one)
o
week
o
calendar month
o
calendar quarter
o
semi-annual
o
Plan Year
2
o
Company’s pay
period
ý
each Participating Company’s
pay period
(2)
The following contributions shall be
eligible for match:
ý
pre-tax contributions
o
after tax contributions
ý
age 50 catch-up contributions ,
effective April 1, 2003
ý
age 50 catch-up contributions which
later are recharacterized as pre-tax contributions , effective
April 1, 2003
(3)
The matching contributions
designated in subparagraph (1) shall apply to the eligible Employee
contributions described in subparagraph (2):
o
separately
ý
in the aggregate , effective
April 1, 2003 ”
5.
Section (23) of Adoption Agreement
#001 is hereby further amended, effective as of January 1, 2002, by
the addition at the end of said Section (23) of a new paragraph (d)
to read as follows:
“(d)
Catch-up
Contributions. For
periods beginning on or after April 1, 2003 (January 1, 2002 or a
later date), a Participant: (select one)
ý
may make catch-up contributions as
permitted by Code Section 414(v)
o
may not make catch-up contributions
as permitted by Code Section 414(v)”
6.
Section (27) of Adoption Agreement
#001 is hereby amended, effective as of January 1, 2002, by the
deletion of paragraph (b) of said Section (27) and the substitution
in lieu thereof of a new paragraph (b) to read as
follows:
“(b)
Vesting of Matching
Contributions . Matching
contributions made by a Participating Company pursuant to Section
23(a)(ii) of this Adoption Agreement become vested as
follows:
3
ý
(i)
For Plan Years beginning on or
after January 1, 2002 and before January 1, 2003
:
