Exhibit
10.3


Standardized
401(k) Profit Sharing Plan


ADOPTION AGREEMENT FOR


MOREHEAD PLAN ADMINISTRATORS, LTD.


STANDARDIZED 401(K) PROFIT SHARING

PLAN AND TRUST


The undersigned Employer adopts Morehead Plan Administrators, Ltd.
Prototype Standardized 401(k) Profit Sharing Plan and Trust and elects the
following provisions:


CAUTION: Failure to properly fill out this
Adoption Agreement may result in disqualification of the Plan.


EMPLOYER INFORMATION

(An amendment to the
Adoption Agreement is not needed solely to reflect a change in the information
in this Employer Information Section.)


	
  1.

  	
  EMPLOYER’S NAME, ADDRESS
  AND TELEPHONE NUMBER

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Bradford Federal Savings
  Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  6900 York Road

  
	
   

  	
   

  	
  Street

  
	
   

  	
   

  	
  Baltimore

  	
   

  	
  Maryland

  	
   

  	
  21212

  
	
   

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
  Telephone:

  	
  (410) 377-9600

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  EMPLOYER’S TAXPAYER
  IDENTIFICATION NUMBER

  	
  52-0253320

  	
   

  
	
   

  	
   

  
	
  3.

  	
  TYPE OF ENTITY

  
	
   

  	
  a.

  	
  x

  	
  Corporation (including
  Tax-exempt or Non-profit Corporation)

  
	
   

  	
  b.

  	
  o

  	
  Professional Service
  Corporation

  
	
   

  	
  c.

  	
  o

  	
  S Corporation

  
	
   

  	
  d.

  	
  o

  	
  Limited Liability Company
  that is taxed as:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  a partnership or sole
  proprietorship

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  a Corporation

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  an S Corporation

  
	
   

  	
  e.

  	
  o

  	
  Sole Proprietorship

  
	
   

  	
  f.

  	
  o

  	
  Partnership (including
  Limited Liability)

  
	
   

  	
  g.

  	
  o

  	
  Other:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AND, the Employer is a
  member of (select all that apply):

  
	
   

  	
  h.

  	
  o

  	
  a controlled group

  
	
   

  	
  i.

  	
  o

  	
  an affiliated service group

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  EMPLOYER FISCAL YEAR means
  the 12 consecutive month period:

  
	
   

  	
  Beginning on

  	
  January 1

  	
  (e.g., January 1st)

  
	
   

  	
   

  	
                month
                day

  	
   

  
	
   

  	
  and ending on

  	
  December 31

  	
   

  
	
   

  	
   

  	
                month
                day

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PLAN
  INFORMATION

  
	
  (An amendment to the
  Adoption Agreement is not needed solely to reflect a change in the
  information in Questions 9, through 11.)

  
	
   

  	
   

  
	
  5.

  	
  PLAN NAME:

  
	
   

  	
   

  
	
   

  	
  Bradford Federal Savings
  Bank 401(k) Profit Sharing Plan

  	
   

  
															



 


© Copyright 2001 Morehead Plan Administrators, Ltd.



 1
 









 


	
  6.

  	
  EFFECTIVE
  DATE

  
	
   

  	
  a.

  	
  x

  	
  This
  is a new Plan effective as of January 1, 2002   (hereinafter
  called the “Effective Date”).

  
	
   

  	
  b.

  	
  o

  	
  This
  is an amendment and restatement of a  previously
  established qualified plan of the Employer which was originally effective              
  (hereinafter called the “Effective Date”). The effective date of this
  amendment and restatement is              .

  
	
   

  	
  c.

  	
  o

  	
  FOR
  GUST RESTATEMENTS: This is an amendment and restatement of a previously
  established qualified plan of the Employer to bring the Plan into compliance
  with GUST (GATT, USERRA, SBJPA and TRA ‘97). The original Plan effective date
  was              
  (hereinafter called the “Effective Date”). Except as specifically provided in
  the Plan, the effective date of this amendment and restatement is              .

  
	
   

  	
   

  	
   

  	
  (May
  enter a restatement date that is the first day of the current Plan Year. The
  Plan contains appropriate retroactive effective dates with respect to
  provisions for the appropriate laws.)

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  PLAN
  YEAR means the 12 consecutive month period:

  
	
   

  	
   

  
	
   

  	
  Beginning
  on

  	
   

  	
  January
  1st

  	
  (e.g.,
  January 1st)

  
	
   

  	
   

  	
   

  	
   

  	
                month
                day

  	
   

  
	
   

  	
  and
  ending on

  	
   

  	
  December
  31st

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
                month
                day

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCEPT
  that there will be a Short Plan Year:

  
	
   

  	
  a.

  	
  x

  	
  N/A

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  beginning
  on 

  	
   

  	
  (e.g.,
  July 1, 2000)

  
	
   

  	
   

  	
   

  	
   

  	
             month        day,         year

  	
   

  
	
   

  	
   

  	
   

  	
  and
  ending on

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
             month        day,         year

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  VALUATION
  DATE means:

  
	
   

  	
  a.

  	
  x

  	
  Every
  day that the Trustee, any transfer agent appointed by the Trustee or the
  Employer, and any stock exchange used by such agent are open for business
  (daily valuation).

  
	
   

  	
  b.

  	
  o

  	
  The
  last day of each Plan Year.

  
	
   

  	
  c.

  	
  o

  	
  The
  last day of each Plan Year half (semi-annual).

  
	
   

  	
  d.

  	
  o

  	
  The
  last day of each Plan Year quarter.

  
	
   

  	
  e.

  	
  o

  	
  Other
  (specify day or dates):

  	
   

  	
  (must
  be at least once each Plan Year).

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  PLAN
  NUMBER assigned by the Employer

  
	
   

  	
  a.

  	
  o

  	
  001

  
	
   

  	
  b.

  	
  x

  	
  002

  
	
   

  	
  c.

  	
  o

  	
  003

  
	
   

  	
  d.

  	
  o

  	
  Other:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  TRUSTEES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  x

  	
  Individual Trustee(s) who
  serve as discretionary Trustee(s) over assets not subject to control by a
  corporate Trustee.

  
														



 


	
  Name(s)

  	
   

  	
  Title(s)

  
	
   Dallas
  Arthur

  	
   

  	
   

  
	
   Cindy
  Houston

  	
   

  	
   

  
	
   Vincent
  Sortino

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address and Telephone
  number

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  x

  	
  Use Employer address and
  telephone number.

  
	
   

  	
   

  	
  2.

  	
  o

  	
  Use address and telephone
  number below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
  Street

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
											



 



 2
 









 


	
   

  	
  b.

  	
  o

  	
  Corporate Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Street

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND,  the
  corporate Trustee shall serve as:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o  

  	
  a directed (nondiscretionary) Trustee over all Plan
  assets except for the following:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  a discretionary Trustee over all Plan assets except
  for the following:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, shall a separate trust
  agreement be used with this Plan?

  
	
   

  	
  c.

  	
  o

  	
  Yes

  
	
   

  	
  d.

  	
  x

  	
  No

  
	
   

  	
  NOTE:

  	
  If Yes is selected, an executed copy of the trust
  agreement between the Trustee and the Employer must be attached to this Plan.
  The Plan and trust agreement will be read and construed together. The
  responsibilities, rights and powers of the Trustee shall be those specified
  in the trust agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  PLAN ADMINISTRATOR’S NAME,
  ADDRESS AND TELEPHONE NUMBER:

  (If none is named, the Employer will become the Administrator.)

  
	
   

  	
  a.

  	
  x

  	
  Employer (Use Employer
  address and telephone number).

  
	
   

  	
  b

  	
  o

  	
  Use name, address and
  telephone number below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Street

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  CONSTRUCTION OF PLAN

  
	
   

  	
  This Plan shall be governed
  by the laws of the state or commonwealth where the Employer’s (or, in the
  case of a corporate Trustee, such Trustee’s) principal place of business is
  located unless another state or commonwealth is specified:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  ELIGIBILITY
  REQUIREMENTS

  
	
   

  
	
  13.

  	
  ELIGIBLE EMPLOYEES (Plan
  Section 1.18)

  
	
   

  	
  FOR ALL PURPOSES OF THE
  PLAN (EXCEPT AS ELECTED IN d. or c. BELOW FOR EMPLOYER CONTRIBUTIONS) means
  all Employees (including Leased Employees) EXCEPT:

  
	
   

  	
  NOTE:

  	
  If different exclusions
  apply to Elective Deferrals than to other Employer contributions, complete
  this part a.-b. for the Elective Deferral component of the Plan.

  
	
   

  	
  a.

  	
  x

  	
  N/A. No exclusions.

  
	
   

  	
  b.

  	
  o

  	
  The following are excluded,
  except that if b.3, is selected, such Employees will be included (select all
  that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Union Employees (as defined
  in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Non-resident aliens (as
  defined in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Employees who became
  Employees as the result of a “Code Section 410(b)(6)(C) transaction” (as
  defined in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOWEVER, different exclusions
  will apply (select c. OR d. and/or e.):

  
	
   

  	
  c.

  	
  x

  	
  N/A. The options elected in
  a.-b. above apply for all purposes of the Plan.

  
	
   

  	
  d.

  	
  o

  	
  For purposes of all
  Employer contributions (other than Elective Deferrals and matching
  contributions).

  
	
   

  	
  e.

  	
  o

  	
  For purposes of Employer
  matching contributions.

  
																												



 



 3
 









 


	
   

  	
  IF d. OR c. IS SELECTED,
  the following exclusions apply for such purposes (select f. or g.):

  
	
   

  	
  f.

  	
  x

  	
  N/A. No exclusions.

  
	
   

  	
  g.

  	
  o

  	
  The following are excluded,
  except that  if g. 3. is
  selected, such Employees will be included (select all that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Union Employees (as defined
  in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Non-resident aliens (as
  defined in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Employees who became
  Employees as the result of a “Code Section 410(b)(6)(C) transaction” (as
  defined in Plan Section 1.18)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  THE FOLLOWING AFFILIATED
  EMPLOYER. (Plan Section 1.6) will adopt this Plan as a Participating Employer
  (if there is more than one, or if Affiliated Employers adopt this Plan after
  the date the Adoption Agreement is executed, attach a list to this Adoption
  Agreement of such Affiliated Employers including their names, addresses,
  taxpayer identification numbers and types of entities):

  
	
   

  	
  NOTE:

  	
  Regardless of the election
  below. Employees of an Affiliated Employer are generally treated as Employees
  of the Employer. However, if the transition rule for certain acquisitions and
  dispositions applies (Code Section 410(b)(6)(C)), then Employees of the
  Affiliated Employer will not be considered Employees of the Employer until
  the expiration of the transition period unless the Affiliated Employer
  actually adopts the Plan prior to such date.

  
	
   

  	
  a.

  	
  x

  	
  N/A

  
	
   

  	
  b.

  	
  o

  	
  Name of First Affiliated
  Employer:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Street

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Taxpayer Identification
  Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, the Affiliated
  Employer is:

  
	
   

  	
  c.

  	
  o

  	
  Corporation (including
  Tax-exempt, Non-profit or Professional Service Corporation)

  
	
   

  	
  d.

  	
  o

  	
  S Corporation

  
	
   

  	
  e.

  	
  o

  	
  Limited Liability Company
  that is taxed as:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  a partnership or sole
  proprietorship

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  a Corporation

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  an S Corporation

  
	
   

  	
  f.

  	
  o

  	
  Sole Proprietorship

  
	
   

  	
  g.

  	
  o

  	
  Partnership (including
  Limited Liability)

  
	
   

  	
  h.

  	
  o

  	
  Other:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  CONDITIONS OF ELIGIBILITY
  (Plan Section 3.1)

  
	
   

  	
  Any Eligible Employee will
  be eligible to participate in the Plan upon satisfaction of the following:

  
	
   

  	
  NOTE:

  	
  If the Year(s) of Service
  selected is or includes a fractional year, an Employee will not be required
  to complete any specified number of Hours of Service to receive credit for
  such fractional year. If expressed in months of service, an Employee will not
  be required to complete any specified number of Hours of Service in a
  particular month, unless elected in b.4. or i.4. below.

  
	
   

  	
   

  	
   

  
	
   

  	
  ELIGIBILITY FOR ALL
  PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW FOR EMPLOYER
  CONTRIBUTIONS) (select a. or all that apply of b., c.. and d.):

  
	
   

  	
  NOTE:

  	
  If different conditions
  apply to Elective Deferrals than to other Employer contributions, complete
  this part a.-d. for the Elective Deferral component of the Plan.

  
	
   

  	
  a.

  	
  o

  	
  No age or service required.
  (Go to c.-g. below)

  
	
   

  	
  b.

  	
  x

  	
  Completion of the following
  service requirement which is based on Years of Service (or Periods of Service
  if the Elapsed Time Method is elected):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  No service requirement

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  1/2 Year of Service or
  Period of Service

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  1 Year of Service or Period
  of Service

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
                (not to exceed 1,000) Hours of Service
  within               (not to exceed 12) months from the Eligible Employee’s employment
  commencement date. If an Employee does not complete the stated Hours of
  Service during the specified time period, the Employee is subject to the Year
  of Service requirement in b.3. above.

  
	
   

  	
   

  	
   

  	
  5.

  	
  x

  	
  Other: 

  	
  Three (3)Months of Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (may not exceed one (1)
  Year of Service or Period of Service)

  
																				



 



 4
 









 


	
   

  	
  c.

  	
  x

  	
  Attainment of
  age:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  No age
  requirement

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  20 1/2

  
	
   

  	
   

  	
   

  	
  3.

  	
  x

  	
  21

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  Other:              
  (may not exceed 21)

  
	
   

  	
  d.

  	
  o

  	
  The service and/or age requirements specified above shall be waived
  with respect to any Eligible Employee  who was employed on               and such Eligible Employee shall enter the
  Plan as of such date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The requirements to be waived are (select one or both):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  service
  requirement (will let part-time Eligible Employees in Plan)

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age requirement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.
  and/or g.);

  
	
   

  	
  e.

  	
  x

  	
  N/A. The options elected in a.-d. above apply for all purposes of the
  Plan.

  
	
   

  	
  f.

  	
  o

  	
  For purposes of all Employer contributions (other than Elective
  Deferrals and matching contributions).

  
	
   

  	
  g.

  	
  o

  	
  For purposes of Employer matching contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If f. OR g. IS SELECTED, the following eligibility conditions apply
  for such purposes: 

  
	
   

  	
  h.

  	
  o

  	
  No age or service requirements

  
	
   

  	
  i.

  	
  o

  	
  Completion of the following service requirement which is based on
  Years of Service (or Periods of Service if the Elapsed Time Method is
  elected):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  No service requirement

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  1/2 Year of Service or Period of Service

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  1 Year of Service or Period of Service

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
                (not to exceed 1,000) Hours of Service
  within               (not to exceed 12) months from the Eligible
  Employee’s employment commencement date. If an Employee does not complete the
  stated Hours of Service during the specified time period, the Employee is
  subject to the Year of Service requirement in i.3. above.

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  1 1/2 Years of Service or Periods of Service

  	
   

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  2 Years of Service or Periods of Service

  	
   

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  Other:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (may not exceed two (2) Years of Service or Periods of Service)

  	
   

  
	
   

  	
   

  	
   

  	
  NOTE:

  	
  If more  than one (1) Year of
  Service is elected 100% immediate vesting is required.

  
	
   

  	
  j.

  	
  o

  	
  Attainment of
  age:

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  No age
  requirement 

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  20 1/2

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  Other:               (may not exceed 21)

  	
   

  
	
   

  	
  k.

  	
  o

  	
  The service and/or age requirements specified above shall be waived
  with respect to any Eligible Employee who was employed on               and such Eligible Employee shall enter the
  Plan as of such date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The requirements to be waived are (select one or both):

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  service requirement (will let part-time Eligible Employees in Plan)

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age requirement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)

  	
   

  
	
   

  	
  An Eligible Employee who has satisfied the eligibility requirements
  will become a Participant for all purposes of the Plan (except as elected in
  g.-p. below for Employer contributions):

  
	
   

  	
  NOTE:

  	
  If different entry dates apply to Elective Deferrals than to other
  Employer contributions, complete this part a.-f. for the Elective Deferrals
  component of the Plan.

  
	
   

  	
  a.

  	
  o

  	
  the day on which such requirements are satisfied.

  
	
   

  	
  b.

  	
  o

  	
  the first day of the month coinciding with or next following the date
  on which such requirements are satisfied.

  
	
   

  	
  c.

  	
  x

  	
  the first day of the Plan Year quarter coinciding with or next
  following the date on which such requirements are satisfied.

  
	
   

  	
  d.

  	
  o

  	
  the earlier of the first day of the seventh month or the first day of
  the Plan Year coinciding with or next following the date on which such
  requirements are satisfied.

  
	
   

  	
  e.

  	
  o

  	
  the first day of the Plan Year next following the date on which such
  requirement’s are satisfied, (Eligibility must be 1/2 Year of Service (or
  Period of Service) or less and age must be 20 1/2 or less.)

  
	
   

  	
  f.

  	
  o

  	
  other:                                                                                                                                                             ,

  
	
   

  	
   

  	
   

  	
  provided that an Eligible Employee who has satisfied the maximum age (21)
  and service requirements (one (1) Year or Period of Service) and who is
  otherwise entitled to participate, shall commence participation no later than
  the earlier of (a) 6 months after such requirements are satisfied, or (b) the
  first day of the first Plan Year after such requirements are satisfied,
  unless the Employee separates from service before such participation date.

  
														



 



 5
 









 


	
   

  	
  HOWEVER, different entry dates will apply (select g. OR h. and/or i.):

  
	
   

  	
  g.

  	
  x

  	
  N/A. The options elected in a.-f. above apply for all purposes of the
  Plan.

  
	
   

  	
  h. 

  	
  o

  	
  For purposes of all Employer contributions (other than Elective
  Deferrals and matching contributions).

  
	
   

  	
  i.

  	
  o

  	
  For purposes of Employer matching contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IF h. OR i. IS SELECTED, the following entry dates apply for such
  purposes (select one):

  
	
   

  	
  j.

  	
  o

  	
  the first day of the month coinciding with or next following the date
  on which such requirements are satisfied.

  
	
   

  	
  k.

  	
  o

  	
  the first day of the Plan Year quarter coinciding with or next
  following the date on which such requirements are satisfied.

  
	
   

  	
  l.

  	
  o

  	
  the first day of the Plan Year in which such requirements are
  satisfied.

  
	
   

  	
  m.

  	
  o

  	
  the first day of the Plan Year in which such requirements are
  satisfied, if such requirements are satisfied in the first 6 months of the Plan
  Year, or as of the first day of the next succeeding Plan Year if such
  requirements are satisfied in the last 6 months of the Plan Year.

  
	
   

  	
  n.

  	
  o

  	
  the earlier of the first day of the seventh month or the first day of
  the Plan Year coinciding with or next  following the date on which such requirements are satisfied.

  
	
   

  	
  o.

  	
  o

  	
  the first day of the Plan Year next following the date on which such
  requirements are satisfied. (Eligibility  must be 1/2 (or 1 1/2 if 100% immediate
  Vesting is selected) Year of Service (or Period of Service) or less and age
  must be 20 1/2 or less.)

  
	
   

  	
  p.

  	
  o

  	
  other:                                                                                                                                                             .

  
	
   

  	
   

  	
   

  	
  provided that an Eligible Employee who has satisfied the maximum age
  (21) and service requirements (one (1) Year or Period of Service (or more
  than one (1) year if full and immediate vesting)) and who is otherwise
  entitled to participate, shall commence participation no later than the
  earlier of (a) 6 months after such requirements are satisfied, or (b) the
  first day of the first Plan Year after such requirements are satisfied,
  unless the Employee separates from services before such participation date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SERVICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57
  and 1.85)

  
	
   

  	
  a.

  	
  x

  	
  No service with a predecessor Employer shall be recognized.

  
	
   

  	
  b.

  	
  o

  	
  Service with              will be recognized except as follows
  (select 1. or all that apply of 2. through 4.):

  
	
   

  	
   

  	
  1.

  	
  o

  	
  N/A. no
  limitations.

  	
   

  
	
   

  	
   

  	
  2.

  	
  o

  	
  service will only be recognized for vesting purposes.

  	
   

  
	
   

  	
   

  	
  3.

  	
  o

  	
  service will only be recognized for eligibility purposes.

  	
   

  
	
   

  	
   

  	
  4.

  	
  o

  	
  service prior to             will not be recognized.

  	
   

  
	
   

  	
   

  	
  NOTE:

  	
  If the predecessor Employer maintained this qualified Plan, then Years
  of Service (and/or Periods of Service) with such predecessor Employer shall
  be recognized pursuant to Plan Sections 1.57 and 1.85 and b.1. will apply.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)

  
	
   

  	
  NOTE: If no elections are made in this Section, then the Hours of Service
  Method will be used and the provisions set forth in the definition of Year of Service in Plan Section 1.85 will
  apply.

  
	
   

  	
  ELAPSED TIME METHOD shall be used for the following purposes (select
  all that apply):

  
	
   

  	
  a.

  	
  x

  	
  N/A. Plan only uses the Hours of Service Method.

  
	
   

  	
  b.

  	
  o

  	
  all purposes. (If selected, skip to Question 19.)

  
	
   

  	
  c.

  	
  o

  	
  eligibility to participate.

  
	
   

  	
  d.

  	
  o

  	
  vesting.

  
	
   

  	
  e.

  	
  o

  	
  sharing in allocations or contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOURS OF SERVICE METHOD shall be used for the following purposes
  (select all that apply):  

  
	
   

  	
  f.

  	
  o

  	
  N/A. Plan only uses the Elapsed Time Method.

  
	
   

  	
  g.

  	
  x

  	
  eligibility to participate in the Plan. The eligibility computation
  period after the initial eligibility computation period shall.

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  shift to the Plan Year after the initial computation period.

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  be based on the date an Employee first performs an Hour of Service
  (initial computation period) and subsequent computation periods shall be
  based on each anniversary date thereof.

  	
   

  
	
   

  	
  h.

  	
  x

  	
  vesting. The vesting computation period shall be.

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  the Plan Year.

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the date an Employee first performs an Hour of Service and each
  anniversary thereof.

  
	
   

  	
  i.

  	
  x

  	
  sharing in allocations or contribution (the computation period shall
  be the Plan Year).

  
													



 



 6
 









 


	
  

  	
  AND, IF THE HOURS OF
  SERVICE METHOD IS BEING USED, the Hours of Service will be determined on the
  basis of the method selected below. Only one method may be selected. The
  method selected below will be applied to (select j. or k.):

  
	
   

  	
  j.

  	
  x
  

  	
  all Employees. 

  
	
   

  	
  k.

  	
  o

  	
  salaried Employees only (for hourly Employees,
  actual Hours of Service will be used).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ON THE BASIS OF:

  
	
   

  	
  l.

  	
  x

  	
  actual hours for which an Employee is paid or
  entitled to payment.

  
	
   

  	
  m. 

  	
  o

  	
  days worked. An Employee will be credited with ten
  (10) Hours of Service if under the Plan such Employee would be credited with
  at least one (1) Hour or Service during the day.

  
	
   

  	
  n.

  	
  o

  	
  weeks worked. An Employee will be credited with
  forty-five (45) Hours of Service if under the Plan such Employee would be
  credited with at least one (1) Hour of Service during the week.

  
	
   

  	
  o.

  	
  o

  	
  semi-monthly payroll periods worked. An Employee
  will be credited with ninety-five (95) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour
  of Service during the semi-monthly payroll period.

  
	
   

  	
  p.

  	
  o

  	
  months worked. An Employee
  will be credited with one hundred ninety (190) Hours of Service if under the
  Plan such Employee would be credited with at least one (1) Hour of Service
  during the month.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, a Year of Service
  means the applicable computation period during which an Employee has
  completed at least:

  
	
   

  	
  q.

  	
  x

  	
  1000 (may not be more than 1,000) Hours of
  Service (if left blank, the Plan will use 1,000 Hours of Service).

  
	
   

  	
   

  
	
  VESTING

  
	
   

  	
   

  
	
  19.

  	
  VESTING OF PARTICIPANT’S
  INTEREST (Plan Section 6.4(b))

  
	
   

  	
  Vesting for Employer
  Contributions (except as otherwise elected in j. – q. below for matching
  contributions). The vesting schedule, based on a Participant’s Years of
  Service (or Periods of Service if the Elapsed Time Method is elected), shall
  be as follows:

  
	
   

  	
  a.

  	
  x

  	
  100% upon entering Plan,
  (Required if eligibility requirement is greater than one (1) Year of Service
  or Period of Service.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  3 Year Cliff:

  	
   

  
						



 


	
  0-2 years

  	
   

  	
  0

  	
  %

  
	
  3 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  c.

  	
  o

  	
  5 Year Cliff:

  	
   

  	
   

  	
   

  



 


	
  0-4 years

  	
   

  	
  0

  	
  %

  
	
  5 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  d.

  	
  o

  	
  6 Year Graded:

  	
   

  



 


	
  0-1 years

  	
   

  	
  0

  	
  %

  
	
  2 years

  	
   

  	
  20

  	
  %

  
	
  3 years

  	
   

  	
  40

  	
  %

  
	
  4 years

  	
   

  	
  60

  	
  %

  
	
  5 years

  	
   

  	
  80

  	
  %

  
	
  6 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  e.

  	
  o

  	
  4 Year Graded:

  	
   

  	
   

  	
   

  



 


	
  1 year 

  	
   

  	
  25

  	
  %

  
	
  2 years

  	
   

  	
  50

  	
  %

  
	
  3 years

  	
   

  	
  75

  	
  %

  
	
  4 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  f.

  	
  o

  	
  5 Year Graded:

  	
   

  



 


	
  1 year 

  	
   

  	
  20

  	
  %

  
	
  2 years

  	
   

  	
  40

  	
  %

  
	
  3 years

  	
   

  	
  60

  	
  %

  
	
  4 years

  	
   

  	
  80

  	
  %

  
	
  5 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  g.

  	
  o

  	
  7 Year Graded:

  	
   

  	
   

  	
   

  



 


	
  0-2 years

  	
   

  	
  0

  	
  %

  
	
  3 years

  	
   

  	
  20

  	
  %

  
	
  4 years

  	
   

  	
  40

  	
  %

  
	
  5 years

  	
   

  	
  60

  	
  %

  
	
  6 years

  	
   

  	
  80

  	
  %

  
	
  7 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  h.

  	
  o

  	
  Other - Must be at least as
  liberal as either c. or g. above.

  



 


	
  Service

  	
   

  	
  Percentage

  
	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  
	
         

  	
   

  	
         

  



 



 7
 









 


	
  

  	
  VESTING FOR EMPLOYER
  MATCHING CONTRIBUTIONS

  
	
   

  	
  The vesting schedule for
  Employer matching contributions, based on a Participant’s Years of Service
  (or Periods of Service if the Elapsed Time Method is elected) shall be as
  follows:

  
	
   

  	
  i.

  	
  x

  	
  N/A. There are no matching
  contributions subject to a vesting schedule OR the schedule in a.-h. above
  shall also  apply to matching
  contributions.

  
	
   

  	
  j.

  	
  o

  	
  100% upon entering Plan.
  (Required if eligibility requirement is greater than one (1) Year of Service
  or Period of Service.)

  
	
   

  	
  k.

  	
  o

  	
  3 Year Cliff

  
	
   

  	
  l.

  	
  o

  	
  5 Year Cliff

  
	
   

  	
  m.

  	
  o

  	
  6 Year Graded

  
	
   

  	
  n.

  	
  o

  	
  4 Year Graded

  
	
   

  	
  o.

  	
  o

  	
  5 Year Graded

  
	
   

  	
  p.

  	
  o

  	
  7 Year Graded

  
	
   

  	
  q.

  	
  o

  	
  Other - Must be at least as
  liberal as either l. or p. above.

  



 


	
  Service

  	
   

  	
  Percentage

  
	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  
	
         

  	
   

  	
         

  



 


	
  20.

  	
  FOR AMENDED PLANS (Plan
  Section 6.4(f))

  
	
   

  	
  If the  vesting schedule has been amended to a
  less favorable schedule, enter the pre-amended schedule below:

  
	
   

  	
  a.

  	
  o

  	
  Vesting schedule has not
  been amended, amended schedule is more favorable in all years or prior
  schedule was immediate 100% vesting.

  
	
   

  	
  b.

  	
  o

  	
  Pre-amended schedule:

  



 


	
  Service

  	
   

  	
  Percentage

  
	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  
	
         

  	
   

  	
         

  




 8
 









 


	
  21.

  	
  TOP HEAVY
  VESTING (Plan Section 6.4(c))

  
	
   

  	
  If this Plan
  becomes a Top Heavy Plan, the following vesting schedule, based on number of
  Years of Service (or Periods of Service if the Elapsed Time Method is
  elected), shall apply and shall be treated as a Plan amendment pursuant to
  this Plan. Once effective, this schedule shall also apply to any
  contributions made before the Plan became a Top Heavy Plan and shall continue
  to apply if the Plan ceases to be a Top Heavy Plan unless an amendment is
  made to change the vesting schedule.

  
	
   

  	
  a.

  	
  x

  	
  N/A (the regular
  vesting schedule already satisfies one of the minimum top heavy schedules).

  
	
   

  	
  b.

  	
  o

  	
  6 Year Graded:

  



 


	
  0-1 year 

  	
   

  	
  0

  	
  %

  
	
  2 years

  	
   

  	
  20

  	
  %

  
	
  3 years

  	
   

  	
  40

  	
  %

  
	
  4 years

  	
   

  	
  60

  	
  %

  
	
  5 years

  	
   

  	
  80

  	
  %

  
	
  6 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  c.

  	
  o

  	
  3 Year Cliff:

  	
   

  	
   

  



 


	
  0-2 years

  	
   

  	
  0

  	
  %

  
	
  3 years

  	
   

  	
  100

  	
  %

  



 


	
   

  	
  d.

  	
  o

  	
  Other - Must be
  at least as liberal as either b. or c. above.

  



 


	
  Service

  	
   

  	
  Percentage

  
	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  
	
         

  	
   

  	
         

  



 


	
   

  	
  NOTE:

  	
  This Section
  does not apply to the account balances of any Participant who does not have
  an Hour of Service after the Plan has initially become top heavy. Such
  Participant’s Account balance attributable to Employer contributions and
  Forfeitures will be determined without regard to this Section.

  
	
   

  	
   

  
	
  22.

  	
  EXCLUDED VESTING
  SERVICE

  
	
   

  	
  a.

  	
  x

  	
  No exclusions.

  
	
   

  	
  b.

  	
  o

  	
  Service prior to
  the Effective Date of the Plan or a predecessor plan.

  
	
   

  	
  c.

  	
  o

  	
  Service prior to
  the time an Employee has attained age 18.

  
	
   

  	
   

  
	
  23.

  	
  VESTING FOR
  DEATH AND TOTAL AND PERMANENT DISABILITY

  
	
   

  	
  Regardless of
  the vesting schedule. Participants shall become fully Vested upon (select a.
  or all that apply of b. and c.)

  
	
   

  	
  a.

  	
  x

  	
  N/A. Apply
  vesting schedule, or all contributions to the Plan are fully Vested.

  
	
   

  	
  b.

  	
  o

  	
  Death.

  
	
   

  	
  c.

  	
  o

  	
  Total and Permanent Disability.

  
	
   

  	
   

  
	
  24.

  	
  NORMAL
  RETIREMENT AGE (“NRA”) (Plan Section 1.45) means the:

  
	
   

  	
  a.

  	
  x

  	
  date of a
  Participant’s 65 birthday (not to exceed 65th).

  
	
   

  	
  b.

  	
  o

  	
  later of a
  Participant’s             
  birthday (not to exceed 65th) or the             
  (not to exceed 5th) anniversary of the first day of the Plan Year in which
  participation in the Plan commenced.

  
	
   

  	
   

  
	
  25.

  	
  NORMAL
  RETIREMENT DATE (Plan Section 1.46) means the:

  
	
   

  	
  a.

  	
  o

  	
  Participant’s
  “NRA”.

  
	
   

  	
  OR (select one)

  
	
   

  	
  b.

  	
  x

  	
  first day of the
  month coinciding with or next following the Participant’s “NRA”.

  
	
   

  	
  c.

  	
  o

  	
  first day of the
  month nearest the Participant’s “NRA”.

  
	
   

  	
  d.

  	
  o

  	
  Anniversary Date
  coinciding with or next following the Participant’s “NRA”.

  
	
   

  	
  e.

  	
  o

  	
  Anniversary Date
  nearest the Participant’s “NRA”.

  
	
   

  	
   

  
	
  26.

  	
  EARLY RETIREMENT
  DATE (Plan Section 1.15) means the:

  
	
   

  	
  a.

  	
  x

  	
  No Early
  Retirement provision provided.

  
	
   

  	
  b.

  	
  o

  	
  date on which
  Participant.

  
	
   

  	
  c.

  	
  o

  	
  first day of the
  month coinciding with or next following the date on which a Participant.

  
	
   

  	
  d.

  	
  o

  	
  Anniversary Date
  coinciding with or next following the date on which a Participant.

  
							



 



 9
 









 


	
   

  	
  AND, if b. c., or d. is selected... 

  
	
   

  	
  e.

  	
  o

  	
  attains age             .

  
	
   

  	
  f.

  	
  o

  	
  attains age              and competes at least              Years of Service (or Periods of Service)
  for vesting purposes.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, if b., c. or d. is selected, shall a Participant become fully Vested
  upon attainment of the Early Retirement Date?

  
	
   

  	
  g.

  	
  o

  	
  Yes

  
	
   

  	
  h.

  	
  o

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  COMPENSATION

  
	
   

  	
   

  
	
  27.

  	
  COMPENSATION (Plan Section 1.11) with respect to any Participant
  means;

  
	
   

  	
  a.

  	
  x

  	
  Wages, tips and other compensation on Form W-2.

  
	
   

  	
  b.

  	
  o

  	
  Section 3401(a) wages (wages for withholding
  purposes).

  
	
   

  	
  c.

  	
  o

  	
  415 safe-harbor compensation.

  
	
   

  	
   

  
	
   

  	
  COMPENSATION shall be based on the following determination period;

  
	
   

  	
  d.

  	
  x

  	
  the Plan Year.

  
	
   

  	
  e.

  	
  o

  	
  the Fiscal Year coinciding with or ending within the Plan Year.

  
	
   

  	
  f.

  	
  o

  	
  the calendar year coinciding with or ending within the Plan Year.

  
	
   

  	
  NOTE:

  	
  The Limitation Year for Code Section 415 purposes
  shall be the same as the determination period for Compensation unless an
  alternative period is specified:             
  (must be a consecutive twelve month period).

  
	
   

  	
   

  
	
   

  	
  ADJUSTMENTS TO COMPENSATION

  
	
   

  	
  g.

  	
  o

  	
  N/A. No adjustments.

  
	
   

  	
  h.

  	
  x

  	
  Compensation shall be adjusted by: (select all that apply)

  
	
   

  	
  1.

  	
  x

  	
  including compensation which is not currently
  includible in the Participant’s gross income by reason of the application of
  Code Sections 125 (cafeteria plan). 132(f)(4) (qualified transportation
  fringe). 402(c)(3) (401(k) plan), 402(h)(1)(B) (simplified employee pension
  plan), 414(h) (employer pickup contributions under a governmental plan). 403(b)
  (tax sheltered annuity) or 457(b) (eligible deferred compensation plan)

  
	
   

  	
  2.

  	
  x

  	
  excluding reimbursements or other expense
  allowances, fringe benefits (cash or non-cash), moving expenses, deferred
  compensation (other than deferrals specified in 1. above) and welfare
  benefits

  
	
   

  	
  3.

  	
  x

  	
  excluding Compensation paid during the determination
  period while not a Participant in the component of the Plan for which the
  definition is being used

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be
  adjusted by (for salary deferral purposes the Plan automatically includes
  amounts in h.l. above):

  
	
   

  	
  i.

  	
  o

  	
  N/A. No adjustments or same adjustments as  in above

  
	
   

  	
  j.

  	
  x

  	
  Compensation shall be adjusted by: (select all that apply)

  
	
   

  	
  1.

  	
  x

  	
  excluding reimbursements or other expense
  allowances, fringe benefits (cash or non-cash), moving expenses, deferred
  compensation (other than deferrals specified in h.l. above) and welfare
  benefits

  
	
   

  	
  2.

  	
  x

  	
  excluding Compensation paid during the determination period while not
  a Participant in the component of the Plan for which the definition is being
  used

  
	
   

  	
   

  	
   

  	
   

  
	
  CONTRIBUTIONS AND ALLOCATIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)

  Each Participant may elect to have Compensation deferred by:

  
	
   

  	
  a.

  	
  o

  	
          %.

  
	
   

  	
  b.

  	
  o

  	
  up to         %.

  
	
   

  	
  c.

  	
  o

  	
  from         %
  to         %.

  
	
   

  	
  d.

  	
  x

  	
  up to the maximum percentage allowable not to exceed the limits of
  Code Sections 401(k), 402(g), 404 and 415.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, Participants who are Highly Compensated Employees determined as
  of the beginning of  a Plan Year
  may only elect to defer Compensation by:

  
	
   

  	
  e.

  	
  x

  	
  Same limits as specified above.

  
	
   

  	
  f.

  	
  o

  	
  The percentage equal to the
  deferral limit in effect under Code Section 402(g)(3) for the calendar year
  that begins with or within the Plan Year divided by the annual compensation
  limit in effect for the Plan Year under Code Section 401(a)(17).

   

  
	
   

  	
  MAY PARTICIPANTS make a special salary deferral election with respect
  to bonuses?

  
	
   

  	
  g.

  	
  x

  	
  No.

  
	
   

  	
  h.

  	
  o

  	
  Yes, a Participant may elect to defer up to        % of any bonus.

  
								



 



 10
 









 


	
   

  	
  PARTICIPANTS MAY commence
  salary deferrals on the effective date of participation and on January 1st, April 1st July 1st and October 1st
  (must be at least once each calendar year).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participants may modify
  salary deferral elections:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  As of each payroll period

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  On the first day of the month

  
	
   

  	
   

  	
   

  	
  3.

  	
  x

  	
  On the first day of each  Plan Year quarter

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  On the first day  of
  the Plan Year or the first day of the 7th month of the Plan Year

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  Other:          (must be at
  least once each calendar year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUTOMATIC ELECTION: Shall Participants who do not
  affirmatively elect to receive cash or have a specified amount contributed to
  the Plan automatically have Compensation deferred?

  
	
   

  	
  i.

  	
  x

  	
  No.

  
	
   

  	
  j.

  	
  o

  	
  Yes, by          % of Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHALL THERE BE a special
  effective date for the salary deferral component of the Plan?

  
	
   

  	
  k.

  	
  x

  	
  No.

  
	
   

  	
  l.

  	
  o

  	
  Yes, the effective date of
  the salary deferral component or the Plan is             (enter month day, year).

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  SIMPLE 401(k) PLAN ELECTION (Plan Section 13.1)

  
	
   

  	
  Shall the simple 401(k) provisions of Article XIII
  apply?

  
	
   

  	
  a.

  	
  x

  	
  No. The simple 401(k)
  provisions will not apply.

  
	
   

  	
  b.

  	
  o

  	
  Yes, The simple 401(k)
  provisions will apply.

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  401(k) SAFE HARBOR
  PROVISIONS (Plan Section 12.8)

  
	
   

  	
  Will the ADP and/or ACP
  test safe harbor provisions be used? (select a, b, or c.)

  
	
   

  	
  a.

  	
  o

  	
  No, (If selected, skip to
  Question 31.)

  
	
   

  	
  b.

  	
  o

  	
  Yes, but only the ADP (and
  NOT the ACP) Test Safe Harbor provisions will be  used.

  
	
   

  	
  c.

  	
  x

  	
  Yes, both the ADP and  ACP Test Safe Harbor provisions will be
  used.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  IF c. is selected, does the
  Plan permit matching contributions in addition to any safe harbor
  contributions elected in d. or e. below?

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  No or N/A. Any matching
  contributions, other than any Safe Harbor Matching Contributions elected in
  d. below, will be suspended in any Plan Year in which the safe harbor
  provisions are used.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Yes, the Employer may make
  matching contributions in addition to any Safe Harbor Matching contributions
  elected in d. below. (If elected, complete the provisions of the Adoption
  Agreement relating to matching contributions (i.e., Questions 31. and 32.)
  that will apply in addition to any elections made in d. below, NOTE:
  Regardless of any election made in Question 31., the Plan automatically
  provides that only Elective Deferrals up to 6%  of Compensation are taken into account in applying the
  match set forth in that Question and that the maximum discretionary matching
  contribution that may be made on behalf of any Participant is 4% of
  Compensation.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE EMPLOYER WILL MAKE THE
  FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION FOR THE PLAN YEAR:

  
	
   

  	
  NOTE:

  	
  The ACP Test Safe Harbor is
  automatically satisfied if the only matching contribution made to the Plan is
  either (1) a Basic Matching Contribution or (2) an Enhanced Matching
  Contribution that does not provide a match on Elective Deferrals in excess of
  6% of Compensation.

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  x

  	
  Safe Harbor Matching
  Contribution (select l. or 2. AND 3.)

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  Basic
  Matching Contribution.
  The Employer will make Matching Contributions to the account of each
  “Eligible Participant” in an amount equal to the sum of 100% of the amount of
  the Participant’s Elective Deferrals that do not exceed 3% of the Participant’s
  Compensation, plus 50% of the amount of the Participant’s Elective Deferrals
  that exceed 3% of the Participant’s Compensation but do not exceed 5% of the
  Participant’s Compensation.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Enhanced
  Matching Contribution.
  The Employer will make Matching Contributions to the account of each
  “Eligible Participant” in an amount equal to the sum of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
              % (may not be less than 100%) of the
  Participant’s Elective Deferrals that do not exceed             % (if over 6% or if left blank, the ACP test
  will still apply) of the Participant’s Compensation, plus

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
              % of the Participant’s Elective Deferrals
  that exceed            % of the Participant’s Compensation but do
  not exceed            % (if over 6% or if left  blank, the ACP test will still apply)
  of the Participant’s Compensation.

  
															



 



 11















	
   

  	
   

  	
   

  	
   

  	
   

  	
  NOTE:

  	
  a. and b. must be completed
  so that, at any rate of Elective Deferrals, the matching contribution is at
  least equal to the matching contribution receivable if the Employer were
  making Basic Matching Contributions, but the rate of match cannot increase as
  deferrals increase. For example, if a. is completed to provide a match equal
  to 100% of deferrals up to 4% of Compensation, then b. need not be completed.

  
	
   

  	
   

  	
   

  	
  3.

  	
  x

  	
  The safe harbor matching
  contribution will be determined on the following basis (and Compensation for
  such purpose will be based on the applicable period):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  the entire Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  x

  	
  each payroll period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  all payroll periods ending
  with or within each month.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  all payroll periods ending
  with or within the Plan Year quarter.

  
	
   

  	
  e.

  	
  o

  	
  Nonelective Safe Harbor
  Contributions (select one)

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  The Employer will make a
  Safe Harbor Nonelective Contribution to the account of each “Eligible
  Participant” in an amount equal to             %
  (may not be less than 3%) of the Employee’s Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  The Employer will make a
  Safe Harbor Nonelective Contribution to another defined contribution plan
  maintained by the Employer (specify the name of the other plan):             .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FOR PURPOSES OF THE ADP
  Test Safe Harbor contribution, the term “Eligible Participant” means any
  Participant who is eligible to make Elective Deferrals with the following
  exclusions:

  
	
   

  	
  f.

  	
  o

  	
  Highly Compensated
  Employees.

  
	
   

  	
  g.

  	
  o

  	
  Employees who have not
  satisfied the greatest minimum age and service conditions permitted under
  Code Section 410(a).

  
	
   

  	
  h.

  	
  o

  	
  Other:                                                                                                                                                   
  (must be a category that could be excluded under the permissive or mandatory
  disaggregation rules of Regulations 1.401 (k)-1(b)(3) and 1.401(m)-1(b)(3)).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SPECIAL EFFECTIVE DATE OF
  ADP AND ACP TEST SAFE HARBOR PROVISIONS

  
	
   

  	
  i.

  	
  x

  	
  N/A. The safe harbor provisions
  are effective as of the later of the Effective Date of this Plan or, if this
  is an amendment or restatement, the effective date of the amendment or
  restatement.

  
	
   

  	
  j.

  	
  o

  	
  The ADP and ACP Test Safe
  Harbor provisions are effective for the Plan Year beginning:

  
	
   

  	
   

  	
   

  	
                                                                                              (enter the first day of the Plan Year
  for which the provisions are (or, for GUST updates, were) effective and, if
  necessary, enter any other special effective dates that apply with respect to
  the provisions).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  FORMULA FOR DETERMINING
  EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 12.1(a)(2))

  
	
   

  	
  NOTE:

  	
  Regardless of any election
  below, if the ACP test safe harbor is being used (i.e., Question 30.c. is
  selected), then the Plan automatically provides that only Elective Deferrals
  up to 6% of Compensation are taken into account in applying the match set
  forth below and that the maximum discretionary matching contribution that may
  be made on behalf of any Participant is 4% of Compensation.

  
	
   

  	
  a.

  	
  x

  	
  N/A. There will not be any
  matching contributions (Skip to Question 33).

  
	
   

  	
  b.

  	
  o

  	
  The Employer... (select 1,
  or 2.)

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  may make matching
  contributions equal to a discretionary percentage, to be determined by the
  Employer, of the Participant’s Elective Deferrals.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  will make matching
  contributions equal to           %
  (e.g., 50) of the Participant’s Elective Deferrals, plus:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  an additional discretionary
  percentage, to be determined by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND, in determining the matching contribution
  above, only Elective Deferrals up to the percentage or dollar amount
  specified below will be matched: 

  (select 3. and/or 4.OR 5.)

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
                  % of a Participant’s Compensation.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  $                .

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  a discretionary percentage
  of a Participant’s Compensation or a discretionary dollar amount, the
  percentage or dollar amount to be determined by the Employer on a uniform
  basis to all Participants.

  
	
   

  	
  c.

  	
  o

  	
  The Employer may make
  matching contributions equal to a discretionary percentage, to be determined
  by the Employer, of each tier, to be determined by the Employer, of the
  Participant’s Elective Deferrals.

  
	
   

  	
  d.

  	
  o

  	
  The Employer will make
  matching contributions equal to the sum of          %
  of the portion of the Participant’s Elective Deferrals which do not exceed             %
  of the Participant’s Compensation or $                plus           % of the
  portion of the Participant’s Elective Deferrals which exceed           %
  of the Participant’s Compensation or $            ,
  but does not exceed               %
  of the Participant’s Compensation or $              .
  

  
	
   

  	
  NOTE:

  	
  If c. or d. above is
  elected, the rate of matching contributions must decrease as a Participant’s
  Elective Deferrals or Years of Service (or Periods of Service) increase.

  
										



 



 12
 









 


	
   

  	
  PERIOD OF DETERMINING MATCHING CONTRIBUTIONS

  
	
   

  	
  Matching contributions will be determined on the following basis (and
  any Compensation or dollar limitation used in determining the match will be
  based on the applicable period):

  
	
   

  	
  e.

  	
  o

  	
  the entire Plan Year.

  
	
   

  	
  f.

  	
  o

  	
  each payroll period.

  
	
   

  	
  g.

  	
  o

  	
  all payroll periods ending within each month.

  
	
   

  	
  h.

  	
  o

  	
  all payroll periods ending with or within the Plan Year quarter.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any
  Plan Year will not exceed:

  
	
   

  	
  i.

  	
  o

  	
  N/A.

  
	
   

  	
  j.

  	
  o

  	
  $                    .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:

  
	
   

  	
  k.

  	
  o

  	
  all Participants.

  
	
   

  	
  l.

  	
  o

  	
  only Non-Highly Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?

  
	
   

  	
  m.

  	
  o

  	
  Yes. If elected, ALL matching contributions will be fully Vested and
  will be subject to restrictions on withdrawals. In addition, Qualified
  Matching Contributions may be used in either the ADP or ACP test.

  
	
   

  	
  n.

  	
  o

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE
  ELIGIBLE TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

  
	
   

  	
   

  
	
   

  	
  REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF
  THE PLAN YEAR: Participants who are actively employed at the end of the Plan
  Year will share in allocations regardless of the service completed during
  such Plan Year.

  
	
   

  	
   

  
	
   

  	
  REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
  OF THE PLAN YEAR (except as provided in c. through e. below)

  
	
   

  	
  a.

  	
  o

  	
  A Participant must complete more than                 
  Hours of Service (not more than 500) or, if the Elapsed Time Method is
  elected.                     
  months of service (not more than there (3)).

  
	
   

  	
  b.

  	
  o

  	
  Participants will share in such allocations, regardless of service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
  due to the following
  shall be eligible to share in the allocation of matching contributions
  regardless of the above conditions (select all that apply):

  
	
   

  	
  c.

  	
  o

  	
  Death.

  
	
   

  	
  d.

  	
  o

  	
  Total and Permanent Disability.

  
	
   

  	
  e.

  	
  o

  	
  Early or Normal Retirement.

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  FORMULA FOR DETERMINING EMPLOYER’S PROFIT SHARING CONTRIBUTION (Plan
  Section 12.1(a)(3))

  
	
   

  	
  a.

  	
  x

  	
  N/A. No Employer Profit Sharing Contributions may be made (other than
  top heavy minimum contributions) (Skip to Question 34.)

  
	
   

  	
  b.

  	
  o

  	
  Discretionary, to be determined by the Employer, not limited to
  current or accumulated Net Profits.

  
	
   

  	
  c.

  	
  o

  	
  Discretionary, to be determined by the Employer, out of current or
  accumulated Net Profits.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CONTRIBUTION ALLOCATIONS  

  If b. or c. above is selected, the Employer’s discretionary profit sharing
  contribution for a Plan Year will be allocated as follows:

  
	
   

  	
   

  
	
   

  	
  d.

  	
  o

  	
  NON-INTEGRATED ALLOCATION

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  In the same ratio as each Participant’s Compensation bears to the
  total of such Compensation of all Participants.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  In the same dollar amount to all Participants (per capita).

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  In the same dollar amount per Hour of Service completed by each
  Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  o

  	
  INTEGRATED ALLOCATION

  In accordance with Plan Section 4.3(b)(2). based on a Participant’s
  Compensation in excess of:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  The Taxable Wage Base.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
                    
  % (not to exceed 100%) of the Taxable Wage Base. (See Note below)

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  80% of the Taxable Wage Base plus $1,00.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  $                (not greater than the Taxable Wage Base). (See Note below)

  



 



 13
 









 


	
   

  	
   

  	
   

  	
  NOTE: 

  	
  The integration percentage of 5.7% shall be reduced to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  4.3% if 2. or 4, above is more than 20% and less than or equal to 80%
  of the Taxable Wage Base.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  5.4% if 3. is elected or if 2. or 4,above is more than 80% of the Taxable Wage Base.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.l(a)(4))

  
	
   

  	
  NOTE:

  	
  Regardless of any election made in this Question, the Plan
  automatically permits Qualified Non-Elective Contributions to correct a
  failed ADP or ACP test.

  
	
   

  	
  a.

  	
  x

  	
  N/A. There will be no additional Qualified Non-Elective Contributions
  except as otherwise provided in the Plan.

  
	
   

  	
  b.

  	
  o

  	
  The Employer will make a Qualified Non-Elective Contribution equal to      %
  of the total Compensation of those Participants eligible to Share in the
  allocations.

  
	
   

  	
  c.

  	
  o

  	
  The Employer may make a Qualified Non-Elective Contribution in an
  amount to be determined by the Employer, to be allocated in proportion to the
  Compensation of those Participants eligible to share in the allocations.

  
	
   

  	
  d.

  	
  o

  	
  The Employer may make a Qualified Non-Elective Contribution in an
  amount to be determined by the Employer, to be allocated equally to  all Participants eligible to share in
  the allocations (per capita).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, if b., c. or d. is selected, the Qualified Non-Elective Contributions
  above will be made on behalf of:

  
	
   

  	
  e.

  	
  o

  	
  all Participants.

  
	
   

  	
  f.

  	
  o

  	
  only Non-Highly Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT
  SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBUTIONS (other than
  Qualified Non-Elective Contributions under Plan Sections l2.5(c) and 12.7(g))
  AND FORFEITURES

  
	
   

  	
   

  
	
   

  	
  REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF
  THE PLAN YEAR: Participants who are actively employed at the end of the Plan
  Year will share in allocations regardless of the service completed during
  such Plan Year.

  
	
   

  	
   

  
	
   

  	
  REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
  OF THE PLAN YEAR (except as provided in d. through f. below)

  
	
   

  	
  a.

  	
  x

  	
  N/A. Plan does not permit such contributions and all contributions
  under the Plan are fully Vested.

  
	
   

  	
  b.

  	
  o

  	
  A Participant must complete more than         
  Hours of Service (not more than 500) (or      
  months of service (not more than three (3)) if the Elapsed Time Method is
  elected).

  
	
   

  	
  c.

  	
  o

  	
  Participants will share in such allocations, regardless of service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
  due to the following will be eligible to share in the allocations regardless
  of the above conditions (select all that apply):

  
	
   

  	
  d.

  	
  o

  	
  Death.

  
	
   

  	
  e.

  	
  o

  	
  Total and Permanent Disability.

  
	
   

  	
  f.

  	
  o

  	
  Early or Normal Retirement.

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  FORFEITURES (Plan Sections 1.27 and 4.3(e))

  
	
   

  	
  Except as provided in Plan  Section
  1.27, a Forfeiture will occur (if no election is made, a. will apply):

  
	
   

  	
  a.

  	
  x

  	
  as of the earlier of (l) the last day of the Plan Year in which the
  Former Participant incurs five (5) consecutive 1-Year Breaks in Service, or
  (2) the distribution of the entire Vested portion of the Participant’s
  Account.

  
	
   

  	
  b.

  	
  o

  	
  as of the last day of the Plan Year in which the Former Participant
  incurs five (5) consecutive 1-Year Breaks in Service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Will Forfeitures first be used to pay any administrative expenses?

  
	
   

  	
  c.

  	
  o

  	
  Yes.

  
	
   

  	
  d.

  	
  x

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, EXCEPT as otherwise provided below with respect to Forfeitures
  attributable to matching contributions, any remaining Forfeitures will be...

  
	
   

  	
  e.

  	
  o

  	
  added to any Employer discretionary contribution.

  
	
   

  	
  f.

  	
  x

  	
  used to reduce any Employer contribution.

  
	
   

  	
  g.

  	
  o

  	
  added to any Employer matching contribution and allocated as an
  additional matching contribution.

  
	
   

  	
  h.

  	
  o

  	
  allocated to all Participants eligible to share in the allocations in
  the same proportion that each Participant’s Compensation for the Plan Year
  bears to  the Compensation of all
  Participants for such year.

  



 



 14
 









 


	
  FORFEITURES
  OF MATCHING CONTRIBUTIONS WILL BE...

  
	
   

  	
  i

  	
  x

  	
  N/A. Same as above or no
  matching contributions.

  
	
   

  	
  j.

  	
  o

  	
  used to reduce the
  Employer’s matching contribution.

  
	
   

  	
  k.

  	
  o

  	
  added to any Employer
  matching contribution and allocated as an additional matching contribution.

  
	
   

  	
  l.

  	
  o

  	
  added to any Employer
  discretionary profit sharing contribution.

  
	
   

  	
  m.

  	
  o

  	
  allocated to all
  Participants eligible to share in the matching allocations (regardless of
  whether a Participant elected any salary reductions) in proportion to each
  such Participant’s Compensation for the year.

  
	
   

  	
  n.

  	
  o

  	
  allocated to all Non-Highly
  Compensated Employees eligible to share in the matching allocations
  (regardless of whether a Participant elected any salary reductions) in
  proportion to each such Participant’s Compensation for the year.

  
	
   

  	
   

  	
   

  
	
  37.

  	
  ALLOCATIONS OF EARNINGS
  (Plan Section 4.3(c))

  
	
   

  	
  Allocations of earnings
  with respect to amounts which are not subject to Participant directed
  investments and which are contributed to the Plan after the previous
  Valuation Date will be determined...

  
	
   

  	
  a.

  	
  x

  	
  N/A. All assets in the Plan
  are subject to Participant investment direction.

  
	
   

  	
  b.

  	
  o

  	
  by using a weighted average
  based on the amount of time that has passed between the date a contribution
  or distribution  was made and the
  date of the prior Valuation Date.

  
	
   

  	
  c.

  	
  o

  	
  by treating one-half of all
  such contributions as being a part of the Participant’s nonsegregated account
  balance as of the previous Valuation Date.

  
	
   

  	
  d.

  	
  o

  	
  by using the method
  specified in Plan Section 4.3(c) (balance forward method).

  
	
   

  	
  e.

  	
  o

  	
  other:

  	
   

  
	
   

  	
   

  	
   

  	
  (must be a definite
  predetermined formula that is not based on Compensation and that satisfies
  the nondiscrimination requirements of Regulation 1.401 (a)(4)-4 and is
  applied uniformly to all Participants).

  
	
   

  	
   

  	
   

  
	
  38.

  	
  LIMITATIONS ON ALLOCATIONS
  (Plan Section 4.4)

  
	
   

  	
  If any Participant is
  covered under another qualified defined contribution plan maintained by the
  Employer, other than a Master or Prototype Plan, or if the Employer maintains
  a welfare benefit fund, as defined in Code Section 419(c), or an individual
  medical account, as defined in Code Section 415(1)(2), under which amounts
  are treated as Annual Additions with respect to any Participant in this Plan:

  
	
   

  	
  a.

  	
  x

  	
  N/A. The Employer does not
  maintain another qualified defined contribution plan other than a paired
  plan.

  
	
   

  	
  b.

  	
  o

  	
  The provisions of Plan
  Section 4.4(b) will apply as if the other plan were a Master or Prototype
  Plan.

  	 

	
   

  	
  c.

  	
  o

  	
  Specify the method under
  which the plans will limit total Annual Additions to the Maximum Permissible
  Amount, and will properly reduce any Excess Amounts, in a manner that
  precludes Employer discretion:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  If b. or c. is selected, an
  Employer may not rely on the opinion letter issued by the Internal Revenue
  Service that this Plan is qualified under Code Section 401.

  
	
   

  	
   

  	
   

  
	
   

  	
  IF ANY PARTICIPANT is a
  Participant in a qualified defined benefit plan maintained by the Employer:

  
	
   

  	
  d.

  	
  o

  	
  N/A. The Employer does not
  maintain, and has never maintained, a qualified defined benefit plan OR the
  provisions of  Code Section 415(c)
  no longer apply to the Plan.

  
	
   

  	
  e.

  	
  x

  	
  N/A. The provisions of Code
  Section 415(c) no longer apply to this Plan effective with respect to
  Limitation Years beginning after December 31, 1999, or if later          
  (if a later date is entered, this Plan will not be considered a  safe harbor plan under Code Section
  401(a)(4) and the Regulations thereunder).

  
	
   

  	
  f.

  	
  o

  	
  In any Limitation Year, the
  Annual Additions credited to the Participant under this Plan may not cause
  the sum of the Defined Benefit. Plan Fraction and the Defined Contribution
  Fraction to exceed 1.0. If the Employer’s contribution that would  otherwise be made on the Participant’s
  behalf during the Limitation Year would cause the 1.0 limitation to be
  exceeded, the rate of contribution under this Plan will be reduced so that
  the sum of the fractions equals 1.0. If the 1.0 limitation is exceeded
  because of an Excess Amount, such Excess Amount will be reduced in accordance
  with Section 4.5 of the Plan.

  
	
   

  	
  g.

  	
  o

  	
  Specify the method under
  which the plans involved will satisfy the 1.0 limitation in a manner that
  precludes Employer
  discretion:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  If f. or g. is selected, an  Employer may not rely on the opinion
  letter  issued by the Internal Revenue
  Service that this Plan is qualified under Code Section 401.

  
												



 



 15
 









 


	
  DISTRIBUTIONS

  	 

	
   

  	
   

  
	
  39.

  	
  FORM OF DISTRIBUTIONS (Plan
  Sections 6.5 and 6.6)

  
	
   

  	
  Distributions under
  the  Plan may be made in (select all
  that apply)...

  
	
   

  	
  a.

  	
  x

  	
  lump-sums.

  
	
   

  	
  b.

  	
  x

  	
  substantially equal
  installments.

  
	
   

  	
  c.

  	
  o

  	
  partial withdrawals
  provided the minimum withdrawal) is $            .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, pursuant to Plan
  Section 6.12.

  
	
   

  	
  d.

  	
  x

  	
  no annuities are allowed
  (Plan Section 6.12(b) will apply and the joint and survivor rules of Code
  Sections 401(a)(11) and 417 will not apply to the Plan).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND, if this is an amendment that is eliminating
  annuities, then an annuity form of payment is not available with respect to
  distributions that have an Annuity Starting Date beginning on or after:

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  N/A

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
            
  (may not be retroactive date), except that regardless of the date entered,
  the amendment will not be effective prior to the time set forth in Plan
  Section 8.1(c).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  o

  	
  annuities are allowed as
  the normal form of distribution (Plan 
  Section  6.12  will not apply and the joint and survivor
  rules of Code Sections 401(a)(11) and 417 will automatically apply). If
  elected, the Pre-Retirement Survivor Annuity (minimum spouse’s death benefit)
  will be equal to:

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  100% of Participant’s
  interest in the Plan.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  50% of Participant’s
  interest in the Plan.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
            %
  (may not be less than 50%) of a Participant’s interest in the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND, the normal form of the Qualified Joint and
  Survivor Annuity will be joint and 50% survivor annuity unless otherwise
  elected below:

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  N/A.

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  Joint and 100% survivor
  annuity.

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  Joint and 75% survivor
  annuity.

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  Joint and 66 2/3  % survivor annuity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  If only a portion the Plan
  assets may be distributed in an annuity form of payment, then select d. AND
  c. and the assets subject to the joint and survivor annuity provisions will
  be those assets attributable to (specify):           
  (e.g., the money purchase pension plan that was merged into this plan).

  
	
   

  	
   

  	
   

  
	
   

  	
  AND, distributions may be
  made in...

  
	
   

  	
  f.

  	
  o

  	
  cash only (except for
  insurance or annuity contracts).

  
	
   

  	
  g.

  	
  x

  	
  cash or property.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  CONDITIONS FOR
  DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

  
	
   

  	
  Distributions upon
  termination of employment pursuant to Plan Section 6.4(a) of the Plan will
  not be made unless the  following
  conditions have been satisfied:

  
	
   

  	
  a.

  	
  o

  	
  No distributions may be
  made until a Participant has reached Early or Normal Retirement Date.

  
	
   

  	
  b.

  	
  x

  	
  Distributions may be made
  as soon as administratively feasible at the participant’s election.

  
	
   

  	
  c.

  	
  o

  	
  The Participant has
  incurred           
  1-Year Break(s) in Service (or Period(s) of Severance if the Elapsed Time
  Method is elected).

  
	
   

  	
  d.

  	
  o

  	
  Distributions may be made
  at the Participant’s election as soon as administratively feasible after the
  Plan Year coincident with or next following termination of employment.

  
	
   

  	
  e.

  	
  o

  	
  Distributions may be made
  at the Participant’s election as soon asadministratively feasible after the Plan year quarter coincident with
  or next following termination of employment.

  
	
   

  	
  f.

  	
  o

  	
  Distributions may be made
  at the Participant’s election as soon as administratively feasible after the
  Valuation Date coincident with or next following termination of the
  employment.

  
	
   

  	
  g.

  	
  o

  	
  Distributions may be made
  at the Participant’s election as soon as administratively feasible           
  months following terminations of employment.

  
	
   

  	
  h.

  	
  o

  	
  Other:

  	
   

  
	
   

  	
   

  	
   

  	
  (must be objective
  conditions which are ascertainable and are not subject to Employer discretion
  except as otherwise permitted in Regulation 1.411(d)-4 and may not exceed the
  limits of Code Section 401(a)(14) as set forth in Plan Section 6.7).

  
	
   

  	
   

  
	
  41.

  	
  INVOLUNTARY DISTRIBUTIONS

  
	
   

  	
  Will involuntary
  distributions of amounts less than $5.000 be made in accordance with the
  provisions of Sections 6.4, 6.5 and 6.6?

  
	
   

  	
  a.

  	
  x

  	
  Yes

  
	
   

  	
  b.

  	
  o

  	
  No

  
										



 



 16
 









 


	
  42.

  	
  MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(c))

  
	
   

  	
  NOTE:

  	
  This Section does not apply to (1) a new Plan or (2) an amendment or
  restatement of an existing Plan that never contained the provisions of Code
  Section 401(a)(9) as in effect prior to the amendments made by the Small
  Business Job Protection Act of 1996 (SBJPA).

  
	
   

  	
  The “required beginning date” for a Participant who is not a “five
  percent (5%) owner” is:

  
	
   

  	
  a.

  	
  x

  	
  N/A. (This is a new Plan or this Plan has never included the pre-SBJPA
  provisions.)

  
	
   

  	
  b.

  	
  o

  	
  April 1st of the calendar year following the year in which the
  Participant attains age 70 1/2. (The pre-SBJPA rules will continue to apply.)

  
	
   

  	
  c.

  	
  o

  	
  April 1st of the calendar year following the later of the year in
  which the Participant attains age 70 1/2 or retires (the post-SBJPA rules),
  with the following exceptions (select one or both and if no election is made,
  both will apply effective as of January 1, 1996):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  A Participant who was  already
  receiving required minimum distributions under the pre-SBJPA rules as of                     
  (not earlier than January 1, 1996) may elect to stop receiving distributions
  and have them recommence in accordance with the post-SBJPA rules. Upon the
  recommencement of distributions, if the Plan permits annuities as a form of
  distribution then the following will apply:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A. Annuity distributions are not permitted.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Upon the recommencement of distributions, the original Annuity
  Starting Date will be retained.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  Upon the recommencement of distributions, a new Annuity Starting Date
  is created.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  A Participant who had not begun receiving required minimum
  distributions as of                     
  (not earlier than January 1, 1996) may elect to defer commencement of
  distributions until retirement. The option to defer the commencement of
  distributions (i.e., to elect to receive in-service distributions upon
  attainment of age 70 1/2) will apply to all such Participants unless the
  option below is elected:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  The in-service distribution option is eliminated with respect to
  Participants who attain age 70 1/2 in or after the calendar year that begins
  after the later of (1) December 31, 1998, or (2) the adoption date of the
  amendment and restatement to bring the Plan into compliance with SBJPA. (This
  option may only be elected if the amendment to eliminate the in-service
  distribution is adopted no later than the last day of the remedial amendment
  period that applies to the Plan for changes under SBJPA.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))

  
	
   

  	
  Distributions upon the death of a Participant prior to receiving any
  benefits shall...

  
	
   

  	
  a.

  	
  x

  	
  be made pursuant to the election of the Participant or beneficiary.

  
	
   

  	
  b.

  	
  o

  	
  begin within 1 year of death for a designated beneficiary and be
  payable over the life (or over a period not exceeding the life expectancy) of
  such beneficiary, except that if the beneficiary is the Participant’s spouse,
  begin prior to December 31st of the year in which the Participant would have
  attained age 70 1/2.

  
	
   

  	
  c.

  	
  o

  	
  be made within 5 (or if lesser             )
  years of death for all beneficiaries.

  
	
   

  	
  d.

  	
  o

  	
  be made within 5 (or if lesser             )
  years of death for all beneficiaries, except that if the beneficiary is the
  Participant’s spouse, begin prior to December 31st of the year in which the
  Participant would have attained age 70 1/2 and be payable over the life (or
  over a period not exceeding the life expectancy) of such surviving spouse.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44.

  	
  HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)

  
	
   

  	
  a.

  	
  o

  	
  No hardship distributions are permitted.

  
	
   

  	
  b.

  	
  x

  	
  Hardship distributions are permitted from the following accounts
  (select all that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  All accounts.

  
	
   

  	
   

  	
   

  	
  2.

  	
  x

  	
  Participant’s Elective Deferral Account.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Participant’s Account attributable to Employer matching contributions.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  Participant’s Account attributable to Employer profit sharing
  contributions.

  
	
   

  	
   

  	
   

  	
  5.

  	
  x

  	
  Participant’s Rollover Account.

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  Participant’s Transfer Account.

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  Participant’s Voluntary Contribution Account.

  
	
   

  	
  NOTE:

  	
  Distributions from a Participant’s Elective Deferral Account are
  limited to the portion of such account attributable to such Participant’s
  Elective Deferrals (and earnings attributable thereto up to December 31,
  1988). Hardship distributions are not permitted from a Participant’s
  Qualified Non-Elective Account (including any 401(k) Safe Harbor
  Contributions) or Qualified Matching Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, shall the safe harbor hardship rules of Plan Section 12.9 apply
  to distributions made from all accounts? (Note: The safe harbor hardship
  rules automatically apply to hardship distributions of Elective Deferrals.)

  
	
   

  	
  c.

  	
  x

  	
  No or N/A. The provisions of Plan Section 6.11 apply to hardship
  distributions from all accounts other than a Participant’s Elective Deferral
  Account.

  
	
   

  	
  d.

  	
  o

  	
  Yes. The provisions of Plan Section 12.9 apply to all hardship
  distributions.

  



 



 17
 









 


	
   

  	
  AND, are distributions restricted to those accounts in which a
  Participant is fully Vested?

  
	
   

  	
  e.

  	
  x

  	
  Yes. distributions may only be made from accounts which are fully
  Vested.

  
	
   

  	
  f.

  	
  o

  	
  No. (If elected, the fraction at Plan Section 6.5(h) shall apply in
  determining vesting of the portion of the account balance not withdrawn).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, the minimum hardship distribution shall be...

  
	
   

  	
  g.

  	
  x

  	
  N/A. There is no minimum.

  
	
   

  	
  h.

  	
  o

  	
  $                    (may not exceed $1,000).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45.

  	
  IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)

  
	
   

  	
  a.

  	
  x

  	
  In-service distributions may not be made (except as otherwise elected
  for Hardship Distributions).

  
	
   

  	
  b.

  	
  o

  	
  In-service distributions may be made to a Participant who has not
  separated from service provided any of the following condition have been
  satisfied (select all that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  the Participant has attained age               .

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the Participant has reached Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  the Participant has been a  Participant
  in the Plan for at least               
  years (may not be less than five (5)).

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  the amounts being distributed have accumulated in the Plan for at
  least two (2) years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, in-service distributions are permitted from the following
  accounts (select all that apply):

  
	
   

  	
  c.

  	
  o

  	
  All accounts.

  
	
   

  	
  d.

  	
  o

  	
  Participant’s Elective Deferral Account.

  
	
   

  	
  e.

  	
  o

  	
  Qualified Matching Contribution Account and portion of Participant’s
  Account attributable to Employer matching contributions.

  
	
   

  	
  f.

  	
  o

  	
  Participant’s Account attributable toEmployer profit sharing contributions.

  
	
   

  	
  g.

  	
  o

  	
  Qualified Non-Elective Contribution Account.

  
	
   

  	
  h.

  	
  o

  	
  Participant’s Rollover Account.

  
	
   

  	
  i.

  	
  o

  	
  Participant’s Transfer Account.

  
	
   

  	
  j.

  	
  o

  	
  Participant’s Voluntary Contribution Account.

  
	
   

  	
  NOTE:

  	
  Distributions from a Participant’s Elective Deferral Account.
  Qualified Matching Contribution Account and Qualified Non-Elective Account
  (including 401(k) Safe Harbor Contributions) are subject to restrictions and
  generally may not be distributed prior to age 59 1/2.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, are distributions restricted to those accounts in which a
  Participant is fully Vested?

  
	
   

  	
  k.

  	
  o

  	
  Yes. distributions may only be made from accounts which are fully
  Vested.

  
	
   

  	
  l.

  	
  o

  	
  No. (If elected, the fraction at Plan Section 6.5(h) will apply in
  determining vesting of the portion of the account balance not withdrawn.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, the minimum distribution shall be...

  
	
   

  	
  m.

  	
  o

  	
  N/A. There is no minimum.

  
	
   

  	
  n.

  	
  o

  	
  $                    
  (may not exceed $1,000).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONDISCRIMINATION TESTING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
  HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)

  
	
   

  	
  NOTE:

  	
  If this is a GUST restatement, complete the questions in this section
  retroactively to the first Plan Year beginning after 1996.

  
	
   

  	
   

  	
   

  
	
   

  	
  Top-Paid Group Election.
  Will the top-paid group election be made? (The election made below for the
  latest year will continue to apply to subsequent Plan  Years unless a different election is made.)

  
	
   

  	
  a.

  	
  o

  	
  Yes. for the Plan Year beginning in:                     .

  
	
   

  	
  b.

  	
  x

  	
  No. for the Plan Year beginning in: January 1, 2002.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Calendar Year Data Election. Will the calendar year data election be
  used?

  
	
   

  	
  (The election made below for the latest year will continue to apply to
  subsequent Plan Years unless a different election is made.)

  
	
   

  	
  c.

  	
  o

  	
  Yes. for the Plan Year beginning in:                     .

  
	
   

  	
  d.

  	
  x

  	
  No. for the Plan Year beginning in: January 1, 2002.

  



 



 18
 









 


	
  47.

  	
  ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP
  ratio for Non-Highly Compensated Employees  will
  be based on the  following. The
  election made below for the latest year will continue to apply to subsequent
  Plan Years unless the Plan is amended to a different election.

  
	
   

  	
  a.

  	
  x

  	
  N/A. This Plan satisfies the  ADP
  Test Safe Harbor rules and there are no contributions subject to an ACP test
  or for all Plan Years beginning in or after the Effective Date of the Plan
  or, in the case of an amendment and restatement, for all Plan Years to which
  the amendment and restatement relates.

  
	
   

  	
  b.

  	
  o

  	
  PRIOR YEAR TESTING: The prior year ratio will be used for the Plan
  Year beginning in           .
  (Note: If  this election  is made for first year the Code Section
  401(k) or 401(m) feature is added to this Plan (unless this Plan is a
  successor plan),  the amount
  taken  into account as the ADP
  and ACP of Non-Highly Compensated Employees for the preceding  Plan Year will be 3%.)

  
	
   

  	
  c.

  	
  o

  	
  CURRENT YEAR TESTING: The current year ratio will be used for the Plan
  Year beginning in           .

  
	
   

  	
  NOTE:

  	
  In any Plan  Year where
  the ADP Test Safe Harbor is being used but not the ACP Test Safe Harbor, then
  c. above must be used if an ACP test applies for such Plan Year.

  
	
   

  	
   

  	
   

  
	
  TOP HEAVY REQUIREMENTS

  
	
   

  	
   

  
	
  48.

  	
  TOP HEAVY  DUPLICATIONS
  (Plan  Section 4.3(i)): When a
  Non-Key Employee is a Participant in this Plan and a Defined Benefit Plan
  maintained by the Employer, indicate which method shall be utilized to avoid
  duplication of top heavy minimum benefits: (If b., c., d. or e. is elected,
  f. must be completed.)

  
	
   

  	
  a.

  	
  o

  	
  N/A. The Employer does not maintain a Defined Benefit Plan other than
  a paired plan. (Go to next Question)

  
	
   

  	
  b.

  	
  o

  	
  The full top heavy minimum will be provided in each plan (if selected,
  Plan Section 4.3(i) shall not apply).

  
	
   

  	
  c.

  	
  o

  	
  5% defined contribution minimum.

  
	
   

  	
  d.

  	
  x

  	
  2% defined benefit minimum.

  
	
   

  	
  e.

  	
  o

  	
  Specify the method under which the Plans will provide top heavy
  minimum benefits for Non-Key Employees that will preclude Employer discretion
  and avoid inadvertent omissions:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  If c. or d. is selected and both plans do not cover the same
  Employees, or if e. is selected, then an Employer may not rely on the opinion
  letter issued by the Internal Revenue Service that this Plan is qualified
  under Code Section 401.

  
	
   

  	
   

  	
   

  
	
   

  	
  AND, the “Present Value of Accrued Benefit” (Plan Section 9.2) for Top
  Heavy purposes shall be based on...

  
	
   

  	
  f.

  	
  x

  	
  Interest rate: 7.5%

  
	
   

  	
   

  	
   

  	
  Mortality Table: GATT Mortality Table as promulgated by Rev. Rul.
  95-6

  
	
   

  	
   

  	
   

  	
   

  
	
  49.

  	
  TOP HEAVY DUPLICATIONS (Plan Section 4.3(f)): When a Non-Key Employee  is a Participant in this Plan and
  another defined contribution plan maintained by the Employer, indicate which
  method shall be utilized to avoid duplication of top heavy minimum benefits:

  
	
   

  	
  a.

  	
  x

  	
  N/A. The Employer does not 
  maintain another qualified defined contribution plan other than a
  paired plan.

  
	
   

  	
  b.

  	
  o

  	
  The full top heavy minimum will be provided in each plan.

  
	
   

  	
  c.

  	
  o

  	
  A minimum, non-integrated contribution of 3% of each Non-Key
  Employee’s 415 Compensation shall be provided in the Money Purchase Plan (or
  other plan subject to Code Section 412), where the Employer maintains two (2)
  or more non-paired Defined Contribution Plans.

  
	
   

  	
  d.

  	
  o

  	
  Specify the method under which the Plans will provide top heavy
  minimum benefits for Non-Key Employees that will preclude Employer discretion
  and avoid inadvertent omissions, including any adjustments required under
  Code Section 415:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  If c. is selected and both plans do not cover the same Employees, or
  if d. is selected, then an Employer may not rely on the opinion  letter  issued
  by the Internal Revenue Service that this Plan is qualified under Code
  Section 401.

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  50.

  	
  LOANS TO PARTICIPANTS (Plan Section 7.6) 

  
	
   

  	
  a.

  	
  o

  	
  Loans are not permitted.

  
	
   

  	
  b.

  	
  x

  	
  Loans are permitted.

  
							



 



 19
 









 


	
   

  	
  IF loans are permitted (select all that apply)...

  
	
   

  	
  c.

  	
  x

  	
  loans will be treated as a Participant directed investment.

  
	
   

  	
  d.

  	
  o

  	
  loans will only be made for hardship or financial necessity.

  
	
   

  	
  e.

  	
  x

  	
  the minimum loan will be $1,000 (may not exceed $1,000).

  
	
   

  	
  f.

  	
  x

  	
  a Participant may only have one (1) (e.g., one (1)) loan(s)
  outstanding at any time.

  
	
   

  	
  g.

  	
  x

  	
  all outstanding loan balances will become due and
  payable in their entirely upon the occurrence of a distributable event (other
  than satisfaction of the conditions for an in-service distribution).

  
	
   

  	
  h.

  	
  x

  	
  loans will only
  be permitted from the following accounts (select all that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  All accounts.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Participant’s Elective Deferral Account.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Qualified Matching Contribution Account and/or
  portion of Participant’s Account attributable to Employer matching
  contributions.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  Participant’s Account attributable to Employer profit sharing
  contributions.

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  Qualified Non-Elective Contribution Account.

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  Participant’s Rollover Account.

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  Participant’s Transfer Account.

  
	
   

  	
   

  	
   

  	
  8.

  	
  o

  	
  Participant’s Voluntary Contribution Account.

  
	
   

  	
  NOTE:

  	
  Department of Labor Regulations require the adoption of a separate
  written loan program setting forth the requirements outlined in Plan Section
  7.6.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  51.

  	
  DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10)

  
	
   

  	
  a.

  	
  o

  	
  Participant directed investments are not permitted.

  
	
   

  	
  b.

  	
  x

  	
  Participant directed investments are permitted for the following accounts
  (select all that apply):

  
	
   

  	
   

  	
   

  	
  1.

  	
  x

  	
  All accounts.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Participant’s Elective Deferral Account.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Qualified Matching Contribution Account and/or
  portion of Participant’s Account attributable to Employer matching
  contributions.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  Participant’s Profit Sharing Account.

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  Qualified Non-Elective Contribution Account.

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  Participant’s Rollover Account.

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  Participant’s Transfer Account.

  
	
   

  	
   

  	
   

  	
  8.

  	
  o

  	
  Participant’s Voluntary Contribution Account.

  
	
   

  	
   

  	
   

  	
  9.

  	
  o

  	
  Other:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, is it intended that the Plan comply with Act Section 404(c) with
  respect to the accounts subject to Participant investment direction?

  
	
   

  	
  c.

  	
  x

  	
  No.

  
	
   

  	
  d.

  	
  o

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, will voting rights on directed investments be  passed through to Participants?

  
	
   

  	
  e.

  	
  x

  	
  No, Employer stock is not an alternative OR Plan is not intended to
  comply with Act Section 404(c).

  
	
   

  	
  f.

  	
  o

  	
  Yes, for Employer stock only.

  
	
   

  	
  g.

  	
  o

  	
  Yes, for all investments.

  
	
   

  	
   

  	
   

  	
   

  
	
  52.

  	
  ROLLOVERS (Plan Section 4.6)

  
	
   

  	
  a.

  	
  o

  	
  Rollovers will not be accepted by this Plan.

  
	
   

  	
  b.

  	
  x

  	
  Rollovers will be accepted by this Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, if b. is elected,
  rollovers may be accepted...

  
	
   

  	
  c.

  	
  o

  	
  from any Eligible Employee, even if not a Participant.

  
	
   

  	
  d.

  	
  x

  	
  from Participants only.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND, distributions from a Participant’s Rollover Account may be
  made...

  
	
   

  	
  e.

  	
  o

  	
  at any time.

  
	
   

  	
  f.

  	
  x

  	
  only when the Participant is otherwise entitled to a distribution
  under the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
  53.

  	
  AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8) 

  
	
   

  	
  a.

  	
  x

  	
  After-tax voluntary Employee contributions will not be allowed.

  
	
   

  	
  b.

  	
  o

  	
  After-tax voluntary Employee contributions will be allowed.

  
	
   

  	
   

  	
   

  	
   

  
	
  54.

  	
  LIFE INSURANCE (Plan Section 7.5)

  
	
   

  	
  a.

  	
  x

  	
  Life insurance may not be purchased.

  
	
   

  	
  b.

  	
  o

  	
  Life insurance may be purchased at the option of the Administrator.

  
	
   

  	
  c.

  	
  o

  	
  Life insurance may be purchased  at
  the option of the Participant.

  



 



 20
 









 


	
  AND, if b. or c. is elected, the purchase of initial or additional
  life insurance will be subject to the following limitations (select all that
  apply):

  
	
  d.

  	
  o

  	
  N/A, no limitations.

  
	
  e.

  	
  o

  	
  each initial Contract will have a minimum face amount of $          .

  
	
  f.

  	
  o

  	
  each additional Contract will have a minimum face amount of $          .

  
	
  g.

  	
  o

  	
  the Participant has completed           
  Years of Service (or Periods of Service).

  
	
  h.

  	
  o

  	
  the Participant has completed           
  Years of Service (or Periods of Service) while a Participant in the Plan.

  
	
  i.

  	
  o

  	
  the Participant is under age           
  on the Contract issue date.

  
	
  j.

  	
  o

  	
  the maximum amount of all Contracts on  behalf of a Participant may not exceed $          .

  
	
  k.

  	
  o

  	
  the maximum face amount of any life insurance Contract will be $          .

  



 



 21
 









The adopting Employer may rely on an opinion letter issued by the
Internal Revenue Service as evidence that the plan is qualified under Code Section
401 except to the extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and
Announcement 2001-77, 2001-30 I.R.B.


An
Employer who has ever maintained or who later adopts any plan (including  a welfare benefit fund, as defined in
Code Section 419(c), which provides post-retirement medical benefits allocated
to separate accounts for key employees, as defined in Code Section 419A(d)(3),
or an individual medical account, as  defined
in Code Section 415(1)(2)) in addition to this Plan may not rely on the opinion
letter issued by the National Office of the Internal Revenue Service with
respect to the requirements of Code Sections 415 and 416.


If
the Employer who adopts or maintains multiple plans wishes to obtain reliance
with respect to the requirements of Code Sections 415 and 416, application for
a determination letter must be made to Employee Plan Determinations of the
Internal Revenue Service.


The
Employer may not rely on the opinion letter in certain circumstances, which are
specified in the opinion letter issued with respect to the plan or in Revenue
Procedure 2000-20 and Announcement 2001-77.


This
Adoption Agreement may be used only in conjunction with basic Plan document
#01. This Adoption Agreement and the basic Plan document shall together be
known as Morehead Plan Administrators. Ltd. Prototype Standardized 401(k)
Profit Sharing Plan and Trust #01-006.


The
adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.


Morehead
Plan  Administrators, Ltd. will
notify the Employer of any amendments made to the  Plan or of the discontinuance or abandonment of the Plan.
Furthermore, in order to be eligible to receive such notification, we agree to
notify Morehead Plan Administrators, Ltd. of any change in address.


This
Plan may not be used, and shall not be deemed to be a Prototype Plan, unless an
authorized representative of Morehead Plan Administrators, Ltd. has
acknowledged the use of the Plan. Such acknowledgment is for administerial
purposes only. It acknowledges that the Employer is using the Plan but does not
represent that this Plan, including the choices selected on the Adoption  Agreement, has been  reviewed by a representative of the sponsor
or constitutes a qualified retirement plan.


Morehead
Plan Administrators, Ltd.


	
  By:

  	
   

  	
   

  



 


With
regard to any questions regarding the provisions of the Plan, adoption of the
Plan, or the effect of an opinion letter from the IRS, call or write (this
information  must be completed by
the sponsor of this Plan or its designated representative):


	
  Name:

  	
   

  	
  Morehead Plan Administrators, Ltd.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  817 East Morehead Street, Suite 300

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Charlotte   North Carolina   28202

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (704) 376-4420

  	
   

  	
   

  	
   

  	
   

  



 



 22
 









 


The Employer and Trustee
hereby cause this Plan to be executed on January 1, 2002.


Furthermore,
this Plan may not be used unless acknowledged by Morehead Plan Administrators,
Ltd. or its authorized representative.


EMPLOYER:


BRADFORD
FEDERAL SAVINGS BANK


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  o

  	
  The signature of the Trustee appears on a separate
  trust agreement attached to the Plan,

  



OR


	
  /s/ Dallas
  Arthur

  	
   

  
	
  DALLAS ARTHUR

  	
  TRUSTEE

  	
   

  
				



 


	
  /s/ Cindy
  Houston

  	
   

  
	
  CINDY HOUSTON

  	
  TRUSTEE

  	
   

  
				



 


	
  /s/ Vincent
  Sortino

  	
   

  
	
  VINCENT SORTINO

  	
  TRUSTEE

  	
   

  
				



 


	
  PARTICIPATING EMPLOYER

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  PARTICIPATING EMPLOYER (attach additional signature pages as
  necessary):

  



 


 


	
  By:

  	
   

  	
   

  



 



 23