exv10w2






Exhibit 10.2




Sterling Chemicals, Inc. Savings and Investment Plan




CASH OR DEFERRED BASIC PLAN DOCUMENT









 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 

	ARTICLE I	 	 	1	 
	 
	 	 	 	 	 	 
	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	1.1
	 	Actual Contribution Percentage (ACP)	 	 	 1	 
	1.2
	 	Actual Deferral Percentage (ADP)	 	 	 1	 
	1.3
	 	Adoption Agreement	 	 	 2	 
	1.4
	 	Allocation Date(s)	 	 	 2	 
	1.5
	 	Annual Additions	 	 	 2	 
	1.6
	 	Annuity Starting Date	 	 	 2	 
	1.7
	 	Applicable Calendar Year	 	 	 3	 
	1.8
	 	Applicable Life Expectancy	 	 	 3	 
	1.9
	 	Average Contribution Percentage (ACP)	 	 	 3	 
	1.10
	 	Average Deferral Percentage (ADP)	 	 	 3	 
	1.11
	 	Beneficiary	 	 	 3	 
	1.12
	 	Break In Service	 	 	 3	 
	1.13
	 	Catch-Up Contributions	 	 	 4	 
	1.14
	 	Code	 	 	 4	 
	1.15
	 	Compensation	 	 	 4	 
	1.16
	 	Custodian	 	 	 8	 
	1.17
	 	Days of Service	 	 	 8	 
	1.18
	 	Defined Benefit Plan	 	 	 8	 
	1.19
	 	Defined Contribution Dollar Limitation	 	 	 8	 
	1.20
	 	Defined Contribution Plan	 	 	 8	 
	1.21
	 	Designated Beneficiary	 	 	 9	 
	1.22
	 	Direct Rollover	 	 	 9	 
	1.23
	 	Disability	 	 	 9	 
	1.24
	 	Distribution Calendar Year  (Valuation Calendar Year)	 	 	 9	 
	1.25
	 	Early Retirement Age	 	 	 9	 
	1.26
	 	Early Retirement Date	 	 	 9	 
	1.27
	 	Earned Income	 	 	 9	 
	1.28
	 	Effective Date	 	 	10	 
	1.29
	 	Elapsed Time	 	 	10	 
	1.30
	 	Election Period	 	 	10	 
	1.31
	 	Elective Deferrals	 	 	11	 
	1.32
	 	Eligible Participant	 	 	11	 
	1.33
	 	Eligible Retirement Plan	 	 	11	 
	1.34
	 	Eligible Rollover Distribution	 	 	11	 
	1.35
	 	Employee	 	 	12	 
	1.36
	 	Employer	 	 	12	 
	1.37
	 	Entry Date	 	 	12	 
	1.38
	 	ERISA	 	 	12	 
	1.39
	 	Excess Aggregate Contributions	 	 	13	 
	1.40
	 	Excess Annual Additions	 	 	13	 
	1.41
	 	Excess Contributions	 	 	13	 
	1.42
	 	Excess Elective Deferrals	 	 	13	 
	1.43
	 	Expected Year Of Service	 	 	13	 
	1.44
	 	Fiduciary	 	 	13	 
	1.45
	 	First Distribution Calendar Year	 	 	13	 
	1.46
	 	Former Participant	 	 	14	 
	1.47
	 	Hardship	 	 	14	 
	1.48
	 	Highest Average Compensation	 	 	14	 
	1.49
	 	Highly Compensated Employee	 	 	14	 
	1.50
	 	Hour Of Service	 	 	14	 
	1.51
	 	Integration Level	 	 	15	 
	1.52
	 	Key Employee	 	 	15	 
	1.53
	 	Leased Employee	 	 	15	 
	1.54
	 	Life Expectancy	 	 	15	 
	1.55
	 	Limitation Year	 	 	16	 
	1.56
	 	Matching Contribution	 	 	16	 
	1.57
	 	Maximum Permissible Amount	 	 	16	 
	1.58
	 	Named Investment Fiduciary	 	 	16	 
	1.59
	 	Net Profit	 	 	16	 
	1.60
	 	Normal Retirement Age	 	 	16	 
	1.61
	 	Normal Retirement Date	 	 	16	 






i 









 






	 	 	 	 	 	 	 

	1.62
	 	Owner-Employee	 	 	16	 
	1.63
	 	Participant	 	 	17	 
	1.64
	 	Participant’s Account Balance	 	 	17	 
	1.65
	 	Participant’s Benefit	 	 	17	 
	1.66
	 	Period Of Severance	 	 	17	 
	1.67
	 	Permissive Aggregation Group	 	 	17	 
	1.68
	 	Plan	 	 	17	 
	1.69
	 	Plan Administrator	 	 	17	 
	1.70
	 	Plan Sponsor	 	 	17	 
	1.71
	 	Plan Year	 	 	17	 
	1.72
	 	Predecessor Organization	 	 	17	 
	1.73
	 	Present Value	 	 	17	 
	1.74
	 	Prior Plan Year	 	 	18	 
	1.75
	 	Qualified Domestic Relations Order (QDRO)	 	 	18	 
	1.76
	 	Qualified Early Retirement Age	 	 	18	 
	1.77
	 	Qualified Joint And Survivor Annuity (QJSA)	 	 	18	 
	1.78
	 	Qualified Matching Contributions (QMACs)	 	 	18	 
	1.79
	 	Qualified Non-Elective Contributions (QNECs)	 	 	18	 
	1.80
	 	Qualified Plan	 	 	18	 
	1.81
	 	Qualified Pre Retirement Survivor Annuity	 	 	18	 
	1.82
	 	Qualified Voluntary Contribution	 	 	18	 
	1.83
	 	Required After-tax Contributions	 	 	19	 
	1.84
	 	Required Aggregation Group	 	 	19	 
	1.85
	 	Required Beginning Date	 	 	19	 
	1.86
	 	Rollover Contribution	 	 	19	 
	1.87
	 	Roth Elective Deferrals	 	 	19	 
	1.88
	 	Salary Deferral Agreement	 	 	20	 
	1.89
	 	Self-Employed Individual	 	 	20	 
	1.90
	 	Service	 	 	20	 
	1.91
	 	Service Provider	 	 	20	 
	1.92
	 	Severance Date	 	 	20	 
	1.93
	 	Severance Period	 	 	20	 
	1.94
	 	Shareholder Employee	 	 	21	 
	1.95
	 	Simplified Employee Pension Plan	 	 	21	 
	1.96
	 	Spouse  (Surviving Spouse)	 	 	21	 
	1.97
	 	[Reserved]	 	 	21	 
	1.98
	 	Taxable Wage Base	 	 	21	 
	1.99
	 	Top Heavy Determination Date	 	 	21	 
	1.100
	 	Top-Heavy Plan	 	 	21	 
	1.101
	 	Top-Heavy Ratio	 	 	21	 
	1.102
	 	Top-Paid Group	 	 	22	 
	1.103
	 	Transfer Contribution	 	 	22	 
	1.104
	 	Trust	 	 	22	 
	1.105
	 	Trustee	 	 	22	 
	1.106
	 	Uniformed Services Employment And Reemployment Rights Act Of 1994 (USERRA)	 	 	22	 
	1.107
	 	Valuation Date	 	 	22	 
	1.108
	 	Vested Account Balance	 	 	23	 
	1.109
	 	Voluntary After-tax Contribution	 	 	23	 
	1.110
	 	Welfare Benefit Fund	 	 	23	 
	1.111
	 	Year Of Service	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE II	 	 	25	 
	 
	 	 	 	 	 	 
	ELIGIBILITY REQUIREMENTS	 	 	25	 
	 
	 	 	 	 	 	 
	2.1
	 	Eligibility	 	 	25	 
	2.2
	 	Determination Of Eligibility	 	 	25	 
	2.3
	 	Change In Classification Of Employment	 	 	25	 
	2.4
	 	Participation	 	 	26	 
	2.5
	 	Employment Rights	 	 	26	 
	2.6
	 	Service With Controlled Groups	 	 	26	 
	2.7
	 	Leased Employees	 	 	26	 
	2.8
	 	Thrift Plan	 	 	26	 
	2.9
	 	Waiver Of Participation	 	 	27	 
	2.10
	 	Omission Of Eligible Employee	 	 	27	 
	2.11
	 	Inclusion Of Ineligible Employee	 	 	27	 
	2.12
	 	Participating Employer	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE III	 	 	28	 






ii 









 






	 	 	 	 	 	 	 

	EMPLOYER CONTRIBUTIONS	 	 	28	 
	 
	 	 	 	 	 	 
	3.1
	 	Contribution Amount	 	 	28	 
	3.2
	 	Responsibility For Contributions	 	 	29	 
	3.3
	 	Return Of Contributions	 	 	29	 
	3.4
	 	Merger Of Assets From Another Plan	 	 	29	 
	3.5
	 	Coverage Requirements	 	 	29	 
	3.6
	 	Eligibility For Contribution	 	 	30	 
	3.7
	 	Cross-Tested Allocation Formula	 	 	30	 
	3.8
	 	Uniform Dollar Contribution	 	 	32	 
	3.9
	 	Uniform Points Contribution	 	 	32	 
	3.10
	 	403(b) Matching Contribution	 	 	32	 
	3.11
	 	Nonqualified Deferred Compensation Plan Arrangement	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE IV	 	 	33	 
	 
	 	 	 	 	 	 
	EMPLOYEE CONTRIBUTIONS	 	 	33	 
	 
	 	 	 	 	 	 
	4.1
	 	Voluntary After-tax Contributions	 	 	33	 
	4.2
	 	Required After-tax Contributions	 	 	33	 
	4.3
	 	Qualified Voluntary Contributions	 	 	33	 
	4.4
	 	Rollover Contributions	 	 	33	 
	4.5
	 	Voluntary Direct Transfers Between Plans	 	 	34	 
	4.6
	 	Elective Deferrals In A 401(k) Plan	 	 	35	 
	4.7
	 	Catch-Up Contributions	 	 	36	 
	4.8
	 	Roth Elective Deferrals In A 401(k) Plan	 	 	36	 
	4.9
	 	Automatic Enrollment	 	 	37	 
	4.10
	 	Make-Up Contributions Under USERRA	 	 	38	 
	4.11
	 	Qualified and Eligible Automatic Contribution Arrangements	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE V	 	 	40	 
	 
	 	 	 	 	 	 
	PARTICIPANT ACCOUNTS	 	 	40	 
	 
	 	 	 	 	 	 
	5.1
	 	Separate Accounts	 	 	40	 
	5.2
	 	Valuation Date	 	 	40	 
	5.3
	 	Allocations To Participant Accounts	 	 	40	 
	5.4
	 	Allocating Employer Contributions	 	 	41	 
	5.5
	 	Allocating Investment Earnings And Losses	 	 	41	 
	5.6
	 	Allocation Adjustments	 	 	42	 
	5.7
	 	Participant Statements	 	 	42	 
	5.8
	 	Changes In Method And Timing Of Valuing Participants’ Accounts	 	 	42	 
	5.9
	 	Roth Elective Deferral Account	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE VI	 	 	43	 
	 
	 	 	 	 	 	 
	RETIREMENT BENEFITS AND DISTRIBUTIONS	 	 	43	 
	 
	 	 	 	 	 	 
	6.1
	 	Normal Retirement Benefits	 	 	43	 
	6.2
	 	Early Retirement Benefits	 	 	43	 
	6.3
	 	Benefit Upon Death	 	 	43	 
	6.4
	 	Benefit Upon Disability	 	 	43	 
	6.5
	 	Benefits On Termination Of Employment	 	 	43	 
	6.6
	 	Restrictions On Immediate Distributions	 	 	45	 
	6.7
	 	Normal And Optional Forms Of Payment	 	 	46	 
	6.8
	 	Distribution In Event Of Incapacity	 	 	46	 
	6.9
	 	Commencement Of Benefits	 	 	46	 
	6.10
	 	In-Service Withdrawals	 	 	47	 
	6.11
	 	Hardship Withdrawals	 	 	49	 
	6.12
	 	Direct Rollovers	 	 	51	 
	6.13
	 	Participant’s Notice	 	 	53	 
	6.14
	 	Assets Transferred From Money Purchase Pension Plans	 	 	53	 
	6.15
	 	Assets Transferred From A Code Section 401(k) Plan	 	 	53	 
	6.16
	 	Death Benefits Under USERRA — Qualified Active Military Service	 	 	53	 
	6.17
	 	Special Code Section 414(U)(12)(B) Rule For Distributions — Deemed Severance From Employment	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE VII	 	 	55	 
	 
	 	 	 	 	 	 
	DISTRIBUTION REQUIREMENTS	 	 	55	 
	 
	 	 	 	 	 	 
	7.1
	 	Joint And Survivor Annuity Requirements	 	 	55	 
	7.2
	 	Designation Of Beneficiary	 	 	55	 






iii 









 






	 	 	 	 	 	 	 

	7.3
	 	Minimum Distribution Requirements	 	 	55	 
	7.4
	 	Limits On Distribution Periods	 	 	56	 
	7.5
	 	Required Beginning Date	 	 	56	 
	7.6
	 	Death Of Participant Before Distributions Begin	 	 	56	 
	7.7
	 	Forms Of Distributions	 	 	57	 
	7.8
	 	Amount Of Required Minimum Distribution For Each Distribution Calendar Year	 	 	57	 
	7.9
	 	Lifetime Required Minimum Distributions Continue Through Year Of Participant’s Death	 	 	57	 
	7.10
	 	Death On Or After Required Distributions Begin	 	 	57	 
	7.11
	 	Death Before Date Required Distributions Begin	 	 	57	 
	7.12
	 	Prior Pre Retirement Distribution Options	 	 	58	 
	7.13
	 	Transitional Rules	 	 	58	 
	7.14
	 	Distributions To Minors And Individuals Who Are Legally Incompetent	 	 	59	 
	7.15
	 	Unclaimed Benefits	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE VIII	 	 	61	 
	 
	 	 	 	 	 	 
	JOINT AND SURVIVOR ANNUITY REQUIREMENTS	 	 	61	 
	 
	 	 	 	 	 	 
	8.1
	 	Applicability Of Provisions	 	 	61	 
	8.2
	 	Payment Of Qualified Joint And Survivor Annuity	 	 	61	 
	8.3
	 	Payment Of Qualified Pre Retirement Survivor Annuity	 	 	61	 
	8.4
	 	Qualified Election	 	 	61	 
	8.5
	 	Notice Requirements For Qualified Joint And Survivor Annuity	 	 	62	 
	8.6
	 	Notice Requirements For Qualified Pre Retirement Survivor Annuity	 	 	62	 
	8.7
	 	Special Safe Harbor Exception For Certain Profit-Sharing Or 401(k) Plans	 	 	63	 
	8.8
	 	Transitional Rule	 	 	63	 
	8.9
	 	Automatic Joint And Survivor Annuity And Early Survivor Annuity	 	 	64	 
	8.10
	 	Annuity Contracts	 	 	65	 
	8.11
	 	Required Content Of Qualified Joint and Survivor Annuity Explanation Under Code Section 417(a)(3) 	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE IX	 	 	66	 
	 
	 	 	 	 	 	 
	VESTING	 	 	66	 
	 
	 	 	 	 	 	 
	9.1
	 	Employee Contributions	 	 	 66	 
	9.2
	 	Employer Contributions	 	 	 66	 
	9.3
	 	Computation Period	 	 	 66	 
	9.4
	 	Requalification Prior To Five Consecutive One Year Breaks In Service	 	 	 66	 
	9.5
	 	Requalification After Five Consecutive One Year Breaks In Service	 	 	 66	 
	9.6
	 	Calculating Vested Interest	 	 	 66	 
	9.7
	 	Forfeitures	 	 	 67	 
	9.8
	 	Amendment Of Vesting Schedule	 	 	 67	 
	9.9
	 	Service With Controlled Groups	 	 	 68	 
	9.10
	 	Compliance With Uniformed Services Employment And Reemployment Rights Act Of 1994	 	 	 68	 
	 
	 	 	 	 	 	 
	ARTICLE X	 	 	69	 
	 
	 	 	 	 	 	 
	LIMITATIONS ON ALLOCATIONS	 	 	69	 
	 
	 	 	 	 	 	 
	10.1
	 	Maximum Annual Additions	 	 	 69	 
	10.2
	 	Participation In This Plan Only	 	 	 69	 
	10.3
	 	Disposition Of Excess Annual Additions	 	 	 69	 
	10.4
	 	Participation In Multiple Defined Contribution Plans	 	 	 69	 
	10.5
	 	Disposition Of Excess Annual Additions Under Two Plans	 	 	 70	 
	 
	 	 	 	 	 	 
	ARTICLE XI	 	 	71	 
	 
	 	 	 	 	 	 
	NONDISCRIMINATION TESTING	 	 	71	 
	 
	 	 	 	 	 	 
	11.1
	 	General Testing Requirements	 	 	 71	 
	11.2
	 	ADP Testing Limitations	 	 	 71	 
	11.3
	 	Special Rules Relating To Application Of The ADP Test	 	 	 71	 
	11.4
	 	ACP Testing Limitations	 	 	 72	 
	11.5
	 	Special Rules Relating To The Application Of The ACP Test	 	 	 73	 
	11.6
	 	Recharacterization	 	 	 74	 
	11.7
	 	Calculation And Distribution Of Excess Contributions And Excess Aggregate Contributions	 	 	 74	 
	11.8
	 	Distribution Of Excess Elective Deferrals	 	 	 75	 
	11.9
	 	Distribution Of Excess Contributions	 	 	 76	 
	11.10
	 	Distribution Of Excess Aggregate Contributions	 	 	 77	 
	11.11
	 	Qualified Non Elective And/Or Matching Contributions	 	 	 77	 
	11.12
	 	[Reserved]	 	 	 79	 






iv 









 






	 	 	 	 	 	 	 

	11.13
	 	Safe Harbor 401(k) Plan Rules Of Application	 	 	 79	 
	11.14
	 	Safe Harbor 401(k) Plan Definitions	 	 	 80	 
	11.15
	 	Required Restrictions On Safe Harbor 401(k) Contributions	 	 	 80	 
	11.16
	 	ADP Test Safe Harbor	 	 	 81	 
	11.17
	 	ACP Test Safe Harbor	 	 	 81	 
	11.18
	 	Safe Harbor 401(k) Status	 	 	 82	 
	11.19
	 	Safe Harbor 401(k) Notice Requirement	 	 	 83	 
	11.20
	 	Satisfying Safe Harbor 401(k) Contribution Requirements Under Another Defined Contribution Plan	 	 	83	 
	11.21
	 	Nondiscrimination Tests In An Eligible Automatic Contribution Arrangement	 	 	 84	 
	 
	 	 	 	 	 	 
	ARTICLE XII	 	 	85	 
	 
	 	 	 	 	 	 
	ADMINISTRATION	 	 	85	 
	 
	 	 	 	 	 	 
	12.1
	 	Plan Administrator	 	 	 85	 
	12.2
	 	Persons Serving As Plan Administrator	 	 	 85	 
	12.3
	 	Action By Employer	 	 	 86	 
	12.4
	 	Responsibilities Of The Parties	 	 	 86	 
	12.5
	 	Promulgating Notices And Procedures	 	 	 86	 
	12.6
	 	Appointment Of Investment Manager	 	 	 87	 
	12.7
	 	Participant Investment Direction	 	 	 87	 
	12.8
	 	Application Of ERISA Section 404(c)	 	 	 90	 
	12.9
	 	Participant Loans	 	 	 91	 
	12.10
	 	Insurance Policies	 	 	 93	 
	12.11
	 	Determination Of Qualified Domestic Relations Order (QDRO Or Order)	 	 	 95	 
	12.12
	 	Receipt And Release For Payments	 	 	 96	 
	12.13
	 	Resignation And Removal	 	 	 96	 
	12.14
	 	Claims And Claims Review Procedure	 	 	 96	 
	12.15
	 	Bonding	 	 	 97	 
	 
	 	 	 	 	 	 
	ARTICLE XIII	 	 	98	 
	 
	 	 	 	 	 	 
	TRUST PROVISIONS	 	 	98	 
	 
	 	 	 	 	 	 
	13.1
	 	Establishment Of The Trust	 	 	 98	 
	13.2
	 	Control Of Plan Assets	 	 	 98	 
	13.3
	 	Discretionary Trustee	 	 	 98	 
	13.4
	 	Nondiscretionary Trustee	 	 	 98	 
	13.5
	 	Provisions Relating To Individual Trustees	 	 	 98	 
	13.6
	 	Investment Instructions	 	 	 99	 
	13.7
	 	Fiduciary Standards	 	 	 99	 
	13.8
	 	Powers Of The Trustee	 	 	 99	 
	13.9
	 	Appointment Of Additional Trustee And Allocation Of Responsibilities	 	 	101	 
	13.10
	 	Compensation, Administrative Fees And Expenses	 	 	102	 
	13.11
	 	Records	 	 	102	 
	13.12
	 	Limitation On Liability And Indemnification	 	 	103	 
	13.13
	 	Responsibilities Of A Named Custodian	 	 	104	 
	13.14
	 	Investment Alternatives Of The Custodian	 	 	105	 
	13.15
	 	Prohibited Transactions	 	 	105	 
	13.16
	 	Exclusive Benefit Rules	 	 	105	 
	13.17
	 	Assignment And Alienation Of Benefits	 	 	105	 
	13.18
	 	Liquidation Of Assets	 	 	105	 
	13.19
	 	Resignation And Removal Of The Trustee and/or Custodian	 	 	105	 
	 
	 	 	 	 	 	 
	ARTICLE XIV	 	 	107	 
	 
	 	 	 	 	 	 
	TOP-HEAVY PROVISIONS	 	 	107	 
	 
	 	 	 	 	 	 
	14.1
	 	Applicability Of Rules	 	 	107	 
	14.2
	 	Determination Of Top-Heavy Status	 	 	107	 
	14.3
	 	Minimum Contribution	 	 	107	 
	14.4
	 	Minimum Vesting	 	 	108	 
	14.5
	 	Use Of Safe Harbor Contributions To Satisfy Top-Heavy Contribution Rules	 	 	108	 
	 
	 	 	 	 	 	 
	ARTICLE XV	 	 	109	 
	 
	 	 	 	 	 	 
	AMENDMENT AND TERMINATION	 	 	109	 
	 
	 	 	 	 	 	 
	15.1
	 	Amendment By Employer	 	 	109	 
	15.2
	 	Protected Benefits	 	 	109	 
	15.3
	 	Permitted Plan Amendments Affecting Alternative Forms Of Payment	 	 	109	 






v 









 






	 	 	 	 	 	 	 

	15.4
	 	Plan Termination	 	 	109	 
	15.5
	 	[Reserved]	 	 	109	 
	15.6
	 	Termination Of Participation By Participating Employer	 	 	109	 
	15.7
	 	Distribution Restrictions Under A Code Section 401(k) Plan	 	 	110	 
	15.8
	 	Mergers And Consolidations	 	 	110	 
	 
	 	 	 	 	 	 
	ARTICLE XVI	 	 	111	 
	 
	 	 	 	 	 	 
	GOVERNING LAW	 	 	111	 
	 
	 	 	 	 	 	 
	16.1
	 	Governing Law	 	 	111	 
	16.2
	 	State Community Property Laws	 	 	111	 











vi 









 








Sterling Chemicals, Inc. Savings and Investment Plan




Sponsored By



Sterling Chemicals, Inc.


This Cash or Deferred Profit Sharing Plan in conjunction with the Adoption Agreement shall be
interpreted in a manner consistent with the intention of the adopting Employer that this Plan
satisfies Internal Revenue Code Sections 401 and 501. Any Plan established hereunder shall be so
established for the exclusive benefit of Plan Participants and their Beneficiaries and shall be
administered under the following terms and conditions:




ARTICLE I

DEFINITIONS




1.1 Actual Contribution Percentage (ACP)



The average of the Contribution Percentage of the eligible Participants in a specific group of
Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan
Year. The Actual Contribution Percentage shall mean the ratio (expressed as a percentage and
calculated separately for each Participant) of:




     (a) the Participant’s Contribution Percentage Amounts [as defined at (c)-(f)] for a Plan Year,
to



     (b) the Participant’s Compensation for such Plan Year. [Unless otherwise specified in the
Adoption Agreement, Compensation will only include amounts for the period during which the Employee
was eligible to participate.]


Contribution Percentage Amounts on behalf of any Participant shall include:




     (c) the amount of Voluntary After-tax Contributions, Required After-tax Contributions,
Matching Contributions (except to the extent such Matching Contributions may be disregarded in
accordance with Regulations Section 1.401(m)-2), and Qualified Matching Contributions (to the
extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the
Participant for the Plan Year,



     (d) forfeitures of Excess Aggregate Contributions or Matching Contributions allocated to the
Participant’s account which shall be taken into account in the year in which such forfeiture is
allocated,



     (e) at the election of the Employer, Qualified Non-Elective Contributions, and



     (f) the Employer may elect to use Elective Deferrals or Roth Elective Deferrals in the
Contribution Percentage Amounts as long as the ADP test is met before the Elective Deferrals or
Roth Elective Deferrals are used in the ACP test and continues to be met following the exclusion of
those Elective Deferrals or Roth Elective Deferrals that are used to meet the ACP test.


Contribution amounts shall not include Matching Contributions, whether or not Qualified, that are
forfeited either to correct Excess Aggregate Contributions, or because the contributions to which
they relate are Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions.




1.2 Actual Deferral Percentage (ADP)



For a specified group of Participants (either Highly Compensated Employees or Non-Highly
Compensated Employees) for a Plan Year, the average of the ratios (calculated separately for each
Participant in such group) of:




     (a) the amount of Employer contributions [as defined at (c) — (d)] actually contributed to
the Trust on behalf of such Participant for the Plan Year, to



     (b) the Participant’s Compensation for such Plan Year. [Unless otherwise specified in the
Adoption Agreement, Compensation will only include amounts received for the period during which the
Employee was eligible to participate.]


Employer contributions on behalf of any Participant shall include:




     (c) any Elective Deferrals or Roth Elective Deferrals (other than Catch-Up Contributions) made
pursuant to the Participant’s Salary Deferral Agreement, including Excess Elective Deferrals or
Roth Elective Deferrals of Highly Compensated Employees, but excluding Excess Elective Deferrals or
Roth Elective Deferrals distributed to Non-Highly Compensated Employees and Elective Deferrals or
Roth Elective Deferrals that are either



1









 




taken into account in the Actual Contribution Percentage test (provided the ADP test is satisfied
both with and without exclusion of these Elective Deferrals) or are returned as excess Annual
Additions, and




     (d) at the election of the Employer, Qualified Non-Elective Contributions and Qualified
Matching Contributions.


For purposes of computing Actual Deferral Percentages, an eligible Employee who fails to make
Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are
made.




1.3 Adoption Agreement



The document attached to this Plan by which an Employer elects the terms and conditions of a
Qualified Plan established under this Basic Plan Document.




1.4 Allocation Date(s)



The date or dates on which Participant recordkeeping accounts are adjusted to reflect account
activity including but not limited to contributions, loan distributions, Hardship withdrawals, as
well as earnings activity including but not limited to income, capital gains or market fluctuations
in accordance with Article V hereof. Unless the Plan Administrator in a uniform and
nondiscriminatory manner designates otherwise, all allocations for a particular Plan Year will be
made as of the Valuation Date of that Plan Year.




1.5 Annual Additions



The sum of the following amounts credited to a Participant’s account for the Limitation Year:




     (a) Employer contributions (under Article III),



     (b) Employee contributions (under Article IV),



     (c) forfeitures,



     (d) Employer allocations under a Simplified Employee Pension Plan,



     (e) amounts allocated after March 31, 1984, to an individual medical account as defined in
Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer
(these amounts are treated as Annual Additions to a Defined Contribution Plan though they arise
under a Defined Benefit Plan),



     (f) amounts derived from contributions paid or accrued after 1985, in taxable years ending
after 1985, which are either attributable to post-retirement medical benefits allocated to the
separate account of a Key Employee or to a Welfare Benefit Fund [as defined in Code Section 419(e)]
maintained by the Employer. For purposes of this paragraph, an Employee is a Key Employee if he or
she meets the requirements of paragraph 1.52 at any time during
the Plan Year or any preceding Plan Year, and



     (g) any other items treated as Annual Additions in accordance with Regulations
Section 1.415(c)-1(b).


For purposes of applying the limitations of Code Section 415, the transfer of funds from one
Qualified Plan to another, as well as restorative payments, are not considered an Annual Addition.
The following are not Employee contributions for the purposes of Annual Additions:




     (h) Rollover Contributions [as defined in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and
408(d)(3)];



     (i) repayments of loans made to a Participant from the Plan;



     (j) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
(cash-outs);



     (k) repayments of distributions received by an Employee pursuant to Code Section 411(a)(3)(D)
(mandatory contributions); and



     (l) Employee contributions to a Simplified Employee Pension Plan excludible from gross income
under Code Section 408(k)(6).


Employee and Employer make-up contributions under USERRA received during the current Limitation
Year shall be treated as Annual Additions with respect to the Limitation Year to which the make-up
contributions are attributable. Excess Amounts applied in a Limitation Year to reduce Employer
contributions will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.




1.6 Annuity Starting Date



The first day of the first period for which an amount is paid as an annuity or in the case of a
benefit not payable as an annuity, the first day all events have occurred which entitle the
Participant to such benefit.




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1.7 Applicable Calendar Year



The First Distribution Calendar Year and each such succeeding calendar year. If payments commence
in accordance with paragraph 7.6 before the Required Beginning Date, the Applicable Calendar Year
is the year such payments commence. If distribution is in the form of an immediate annuity
purchased after the Participant’s death with the Participant’s remaining interest, the Applicable
Calendar Year is the year of purchase.




1.8 Applicable Life Expectancy



The life expectancy or joint and last survivor expectancy calculated using the attained age of the
Participant or Beneficiary as of the Participant’s or Beneficiary’s birthday in the Applicable
Calendar Year, reduced by one for each calendar year which has elapsed since the date life
expectancy was first calculated.




1.9 Average Contribution Percentage (ACP)



The average of the Actual Contribution Percentages for the eligible Participants in a specified
group of Participants for a Plan Year.




1.10 Average Deferral Percentage (ADP)



The average of the Actual Deferral Percentages for Participants in a specified group of
Participants for a Plan Year.




1.11 Beneficiary



A “Beneficiary” is the recipient designated by the Participant to receive the Plan benefits payable
upon the death of the Participant, or the recipient designated by a Beneficiary to receive any
benefits which may be payable in the event of the Beneficiary’s death prior to receiving the entire
death benefit to which the Beneficiary is entitled. A “Designated Beneficiary” is any individual
designated or determined in accordance with Code Section 401(a)(9) and the Regulations issued
thereunder, except that it shall not include any person who becomes a beneficiary by virtue of the
laws of inheritance or intestate succession.




1.12 Break In Service




     (a) If the Hours of Service method is used in determining either an Employee’s initial or
continuing eligibility to participate in the Plan, or the nonforfeitable interest in the Employee’s
account balance derived from Employer contributions, a Break in Service is a twelve (12)
consecutive month period (during which the Employee has not completed more than five hundred (500)
Hours of Service.



     (b) For purposes of determining whether a Break in Service has occurred in a particular
computation period, an Employee who is absent from work for maternity or paternity reasons shall
receive credit for Hours of Service which would otherwise have been credited to such Employee but
for such absence, or in any case in which such hours cannot be determined, with eight (8) Hours of
Service per day of such absence. The Hours of Service to be so credited shall be credited in the
computation period in which the absence begins if the crediting is necessary to prevent a Break in
Service in that period or, in all other cases, in the following computation periods.



     (c) With respect to determinations based on the Elapsed Time method, a Break in Service is a
severance period of twelve (12) or more consecutive months. In the case of an Employee who is
absent from work for maternity or paternity reasons, the twelve (12) consecutive month period
beginning on the first anniversary of the first day of such absence shall not constitute a Break in
Service.



     (d) Notwithstanding the foregoing, in the case of an Employee who is absent from work beyond
the first anniversary of the first day of absence from work for maternity or paternity reasons,
such period begins on the second anniversary of the first day of such absence. The period between
the first and second anniversaries of said first day of absence from work is neither a Period of
Service for which the Employee will receive credit nor is such period a Break in Service. For
purposes of this paragraph, an absence from work for maternity or paternity reasons means an
absence (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of
the Employee, (3) by reason of the placement of a child with the Employee in connection with the
adoption of such child by such Employee, or (4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.



     (e) An Employer adopting the Elapsed Time method is required to credit periods of Service and,
under the Service spanning rules, certain periods of severance of twelve (12) months or less.
Under the first Service spanning rule, if an Employee severs from Service as a result of
resignation, discharge or retirement and then returns to Service within twelve (12) months, the
Period of Severance is required to be taken into account. A situation may arise in which an
Employee is absent from Service for any reason other than resignation, discharge, retirement and
during the absence a resignation, discharge or retirement occurs. The second Service spanning rule
provides that, under such circumstances, the Plan is required to take into account the period of
time between the severance from
Service date (i.e., the date of resignation, discharge or retirement) and the first anniversary of
the date on which the Employee was first absent, if the Employee returns to Service on or before
such first anniversary date.



3









 





1.13 Catch-Up Contributions



Catch-Up Contributions are Elective Deferrals made to the Plan that are in excess of any otherwise
applicable Plan limit that are made by Participants who are age fifty (50) or older (by the end of
their tax year). An otherwise applicable Plan limit is a limit in the Plan that applies to
Elective Deferrals or Roth Elective Deferrals without regard to Catch-Up Contributions, such as the
limit on Annual Additions, the dollar limitation on Elective Deferrals or Roth Elective Deferrals
under Code Section 402(g) (not counting Catch-Up Contributions) and the limit imposed by the Actual
Deferral Percentage (ADP) Test under Code Section 401(k)(3). Catch-Up Contributions for a
Participant for a taxable year may not exceed the dollar limit on Catch-Up Contributions under Code
Section 414(v)(2)(B)(i) for the taxable year or when added to other Elective Deferrals or Roth
Elective Deferrals, 75% (or the amount elected on the Adoption Agreement) of the Participant’s
Compensation for the taxable year. The dollar limit on Catch-Up Contributions under Code Section
414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year
thereafter up to $5,000 for taxable years beginning in 2006 and later. After 2006, the $5,000
limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code
Section 414(v)(2)(C) in multiples of $500.



Catch-Up Contributions are not subject to the limit on Annual Additions, are not counted in the ADP
Test and are not counted in determining the minimum allocation under Code Section 416 (but Catch-Up
Contributions made in prior years are counted in determining whether the Plan is Top-Heavy).
Provisions in the Plan relating to Catch-Up Contributions apply to Elective Deferrals or Roth
Elective Deferrals made after 2001.




1.14 Code



The Internal Revenue Code of 1986, including any amendments thereto. Reference to any section or
subsection of the Code, includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or subsection, and also includes
reference to any Regulation issued pursuant to or with respect to such section or subsection.




1.15 Compensation



The Employer may select one of the following three safe harbor definitions of Compensation in the
Adoption Agreement. The definition of Compensation for plans that provide permitted disparity
(other than the CODA portion of these plans), and for Employers determining top-heavy minimum
contributions must be one of the three safe harbor definitions of Compensation. The Employer may
modify the definition of Compensation provided that such definition, as modified, satisfies the
provisions of Code Sections 414(s) and 401(a)(4). Compensation will also include Compensation
provided by the Employer through another employer or entity under the provisions of Code Sections
3121 and 3306.




     (a) Code Section 3401(a) Wages — All remuneration received by an Employee for services
performed for the Employer which are subject to Federal income tax withholding at the source.
Unless elected otherwise in the Adoption Agreement, Compensation shall include any amount deferred
under a Salary Deferral Agreement which is not includible in the gross income of a Participant
under Code Section 125 in connection with a cafeteria plan, Code Section 402(e)(3) in connection
with a cash or deferred plan, Code Section 402(h)(1)(B) in connection with a Simplified Employee
Pension Plan, Code Section 401(k) in connection with a SIMPLE Retirement Account, Code Section 457
in connection with a Plan maintained under said Section, and Code Section 403(b) in connection with
a tax-sheltered annuity plan. Wages are determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment or the services
performed [such as the exception for agricultural labor in Code Section 3401(a)(2)]. For
Limitation Years beginning after December 31, 1997, for purposes of applying the limitations of
this paragraph, Compensation paid or made available during such Limitation Year shall include any
Elective Deferral [as defined in Code Section 402(g)(3)] or Roth Elective Deferrals, and any amount
which is contributed or deferred by the Employer at the election of the Employee and which is not
includible in the gross income of the Employee by reason of Code Sections 125, 132(f)(4),
402(e)(3), 402(h)(1), 403(b), or 457.


Effective for Limitation Years beginning on or after July 1, 2007:




          (1) If the Employer maintains such a plan, post-severance payments from a nonqualified
unfunded deferred compensation plan will be included in Compensation if the payment is made within
21/2 months after severance from employment or, if later, the end of the Limitation Year during which
the severance occurred, but only if the payment would have been made at the same time if the
Employee had continued his or her employment and only to the extent that the payment is includible
in the Employee’s gross income;




          (2) Payments made within 21/2 months after
severance from employment [within the meaning of Code
Section 401(k)(2)(B)(i)(I)] or, if later, the end of the Limitation Year during which the severance
occurred, will be Compensation if they are payments that, absent a severance from employment, would
have been paid to the Employee while the Employee continued in employment with the Employer and are
regular compensation for services during the Employee’s regular working hours, compensation for
services outside the Employee’s regular working
hours (such as overtime or shift differential), commissions, bonuses, and other similar
compensation. Payments for accrued bona fide sick, vacation or other leave will also be included,
but only if the Employee would have been able




4









 







to use the leave if employment had continued. Any
payments not described above are not considered Compensation if paid after severance from
employment, even if they are paid within 21/2 months following severance from employment or within
the appropriate Limitation Year, except for payments to an individual who does not currently
perform services for the Employer by reason of qualified military service [within the meaning of
Code Section 414(u)(1)] to the extent these payments do not exceed the amounts the individual would
have received if the individual had continued to perform services for the Employer rather than
entering qualified military service.




     (b) Code Sections 6041, 6051 And 6052 Reportable Wages — All remuneration received by an
Employee for services performed for the Employer that is required to be reported on Form W-2.
Unless otherwise elected in the Adoption Agreement, Compensation shall include any amount deferred
under a Salary Deferral Agreement which is not includible in the gross income of a Participant
under Code Section 125 in connection with a cafeteria plan, Code Section 402(e)(3) in connection
with a cash or deferred plan, Code Section 402(h)(1)(B) in connection with a Simplified Employee
Pension Plan, and Code Section 403(b) in connection with a tax-sheltered annuity plan. A
Participant’s wages include remuneration defined at subparagraph (a) above and all other
remuneration paid to an Employee by the Employer (in the course of the Employer’s trade or
business) for which the Employer is required to furnish the Employee a written statement under Code
Sections 6041(d), 6051(a)(3) and 6052. Such amount must be determined without regard to any rules
that limit the remuneration included in wages based on the nature or location of the employment or
the services performed [such as the exception for agricultural labor in Code Section 3401(a)(2)].
For Limitation Years beginning after December 31, 1997, for purposes of applying the limitations of
this paragraph, Compensation paid or made available during such Limitation Year shall include any
Elective Deferral [as defined in Code Section 402(g)(3)] or Roth Elective Deferrals, and any amount
which is contributed or deferred by the Employer at the election of the Employee and which is not
includible in the gross income of the Employee by reason of Code Sections 125, 132(f)(4),
402(e)(3), 402(h)(1), 403(b), or 457.


Effective for Limitation Years beginning on or after July 1, 2007:




          (1) If the Employer maintains such a plan, post-severance payments from a nonqualified
unfunded deferred compensation plan will be included in Compensation if the payment is made within
21/2 months after severance from employment or, if later, the end of the Limitation Year during which
the severance occurred, but only if the payment would have been made at the same time if the
Employee had continued his or her employment and only to the extent that the payment is includible
in the Employee’s gross income;




          (2) Payments made within 21/2 months after
severance from employment [within the meaning of Code
Section 401(k)(2)(B)(i)(I)] or, if later, the end of the Limitation Year during which the severance
occurred, will be Compensation if they are payments that, absent a severance from employment, would
have been paid to the Employee while the Employee continued in employment with the Employer and are
regular compensation for services during the Employee’s regular working hours, compensation for
services outside the Employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, and other similar compensation. Payments for accrued bona fide sick,
vacation or other leave will also be included, but only if the Employee would have been able to use
the leave if employment had continued. Any payments not described above are not considered
Compensation if paid after severance from employment, even if they are paid within 21/2 months
following severance from employment or within the appropriate Limitation Year, except for payments
to an individual who does not currently perform services for the Employer by reason of qualified
military service [within the meaning of Code Section 414(u)(1)] to the extent these payments do not
exceed the amounts the individual would have received if the individual had continued to perform
services for the Employer rather than entering qualified military service.




     (c) Code Section 415 Safe-Harbor Compensation — Compensation is defined as including:




	 	(1)	 	Wages, salaries, fees for professional services, and other
amounts received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment with the
Employer maintaining the Plan, to the extent that the amounts are includible in
gross income [or to the extent amounts would have been received and includible
in gross income but for an election under Code Sections 125(a), 132(f)(4),
402(e)(3), 402(h)(1)(B), 402(k), or 457(b)]. These amounts include but are not
limited to commissions paid to salespersons, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense allowances under
a non-accountable plan as described in Regulations Section 1.62-2(c).
	 
	 	(2)	 	In the case of an Employee who is an Employee within the
meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Employee’s Earned Income [as described in Code Section 401(c)(2) and the
Regulations thereunder], plus amounts deferred at the election of the Employee
that would be includible in gross income but for the rules of Code Sections
402(e)(3), 402(h)(1)(B), 402(k), or 457(b).




5









 












	 	(3)	 	The amount includible in the gross income of an Employee upon
making the election described in Code Section 83(b).
	 
	 	(4)	 	Amounts that are includible in the gross income of an Employee
under the rules of Code Sections 409A or 457(f)(1)(A) or because the amounts
are constructively received by the Employee.
	 
	 	(5)	 	If the Employer maintains such a plan, post-severance payments
from a nonqualified unfunded deferred compensation plan will be included in
Compensation if the payment is made within 21/2 months after severance from
employment or, if later, the end of the Limitation Year during which the
severance occurred, but only if the payment would have been made at the same
time if the Employee had continued his or her employment and only to the extent
that the payment is includible in the Employee’s gross income.
	 
	 	(6)	 	Amounts described in Code Sections 104(a)(3), 105(a) or 105(h),
but only to the extent that these amounts are includible in the gross income of
the Employee.
	 
	 	(7)	 	Amounts paid or reimbursed by the Employer for moving expenses
incurred by an Employee, but only to the extent that at the time of the payment
it is reasonable to believe that these amounts are not deductible by the
Employee under Code Section 217.
	 
	 	(8)	 	Payments made within 21/2 months after severance from employment
[within the meaning of Code Section 401(k)(2)(B)(i)(I)] or, if later, the end
of the Limitation Year during which the severance occurred, will be
Compensation within the meaning of Code Section 415(c)(3) if they are payments
that, absent a severance from employment, would have been paid to the Employee
while the Employee continued in employment with the Employer and are regular
compensation for services during the Employee’s regular working hours,
compensation for services outside the Employee’s regular working hours (such as
overtime or shift differential), commissions, bonuses, and other similar
compensation. Payments for accrued bona fide sick, vacation or other leave
will also be included, but only if the Employee would have been able to use the
leave if employment had continued. Any payments not described above are not
considered Compensation if paid after severance from employment, even if they
are paid within 21/2 months following severance from employment or within the
appropriate Limitation Year, except for payments to an individual who does not
currently perform services for the Employer by reason of qualified military
service [within the meaning of Code Section 414(u)(1)] to the extent these
payments do not exceed the amounts the individual would have received if the
individual had continued to perform services for the Employer rather than
entering qualified military service.






	 	 	 	Compensation does not include:






	 	(9)	 	The value of a nonstatutory option (which is an option other
than a statutory option as defined in Regulation Section 1.421-1(b)) granted to
an Employee by the Employer, but only to the extent that the value of the
option is includible in the gross income of the Employee for the taxable year
in which granted.
	 
	 	(10)	 	Amounts that exceed the Code Section 401(a)(17) limit.
	 
	 	(11)	 	Amounts realized from the exercise of a non-statutory option
[which is an option other than a statutory option as defined in Regulations
Section 1.421-1(b)], or when restricted stock or other property held by an
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture.
	 
	 	(12)	 	Amounts realized from the sale, exchange, or other disposition
of stock acquired under a statutory stock option [as defined in Regulations
Section 1.421-1(b)].
	 
	 	(13)	 	Other amounts that receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Employee and are not
salary reduction amounts that are described in Code Section 125).
	 
	 	(14)	 	Other items of remuneration that are similar to any of the
items listed in paragraph (10) through (12) of this section.




6









 










Unless otherwise specified by the Employer in the Adoption Agreement, Compensation shall be
determined as provided in Code Section 3401(a) [paragraph (a) above]. Notwithstanding the
foregoing, the Compensation of a Participant who is a sole proprietor, partner or a member of a
limited liability corporation (LLC) shall be determined under Code Section 415. The definition of
Compensation used in nondiscrimination testing (ADP/ACP Testing) will be elected by the Employer in
the Adoption Agreement. Unless indicated otherwise in the Adoption Agreement, Code Section 3401(a)
Compensation paid during a Plan Year while a Participant will be used in the ADP/ACP Tests.
Notwithstanding any other provision to the contrary, if the Plan is an amendment and restatement of
a Qualified Plan, for Plan Years ending prior to the Plan Year in which the amendment or
restatement is adopted, Compensation shall have the meaning set forth in the Qualified Plan prior
to its amendment.



Exclusions From Compensation A Participant’s Compensation shall be determined in accordance with
paragraph (a), (b) or (c) above and shall not exclude any item of income unless provided in the
definition or elected by the Employer in the Adoption Agreement.



Annual Additions And Top-Heavy Rules For purposes of Article X and XIV, Compensation shall be Code
Section 415 Compensation as described in paragraph 1.15(c). Compensation includes amounts deferred
under a plan of deferred compensation as described at paragraph 1.15(c)(1). For purposes of
applying the limitations of Article X, Compensation for a Limitation Year is the Compensation
actually paid or made available during such Limitation Year. For Limitation Years beginning after
December 31, 1997, for purposes of applying the limitations of this paragraph, Compensation paid or
made available during such Limitation Year shall include any Elective Deferral [as defined in Code
Section 402(g)(3)] or Roth Elective Deferrals, and any amount which is contributed or deferred by
the Employer at the election of the Employee and which is not includible in the gross income of the
Employee by reason of Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457.



If the Plan is or becomes Top-Heavy in any Plan Year beginning after December 31, 1983, the
provisions of Article XIV will supersede any conflicting provisions in the Basic Plan Document or
Adoption Agreement. Earned Income means net earnings from self-employment in the trade or business
with respect to which the Plan is established for which personal services of the individual are a
material income-producing factor. Net earnings will be determined without regard to items not
included in gross income and the deductions allocable to such items. Net earnings are reduced by
contributions by the Employer to a Qualified Plan to the extent deductible under Code Section 404.



Net earnings shall be determined with regard to the deduction allowed to the taxpayer by Code
Section 164(f) for taxable years beginning after December 31, 1989.



Contributions Made On Behalf Of Disabled Participants Compensation with respect to a Participant in
a Defined Contribution Plan who is permanently and totally disabled [as defined in Code Section
22(e)(3)] is the Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation paid immediately before becoming permanently
and totally disabled; for Limitation Years beginning before January 1, 1997, but not for Limitation
Years beginning after December 31, 1996, such imputed Compensation for the disabled Participant may
be taken into account only if the Participant is not a Highly Compensated Employee (defined at
paragraph 1.49) and contributions made on behalf of such Participant are nonforfeitable when made.
Compensation will mean Compensation as that term is defined in this paragraph.



Highly Compensated And Key Employees For purposes of paragraphs 1.49 and 1.52, Compensation shall
be Code Section 415 Compensation as described in paragraph 1.15(c). Such definition shall include
any amount deferred under Code Section 125 in connection with a cafeteria plan, Code Section
132(f)(4) or Code Section 402(e)(3) in connection with a cash or deferred plan, Code Section
402(h)(1)(B) in connection with a Simplified Employee Pension Plan, Code Section 402(k) in
connection with a SIMPLE Retirement Account (SIMPLE), Code Section 457 in connection with a Plan
maintained under said Section, and Code Section 403(b) in connection with a tax-sheltered annuity
plan. The Employer, if elected in the Adoption Agreement, may limit Compensation considered for
purposes of the Plan for Highly Compensated Employees.



Computation Period The Plan Year, while eligible to participate, shall be the computation period
for purposes of determining a Participant’s Compensation, unless the Employer selects a different
computation period in the Adoption Agreement.



Limitation On Compensation The annual Compensation of each Participant which may be taken into
account for determining all benefits provided under the Plan for any year, shall not exceed the
limitation as imposed by Code Section 401(a)(17), as adjusted under Code Section 401(a)(17)(B). If
a Plan has a Plan Year that contains fewer than twelve (12) calendar months, the annual
Compensation limit for that period is an amount equal to the limitation as imposed by Code Section
401(a)(17) as adjusted for the calendar year in which the Compensation period begins, multiplied by
a fraction, the numerator of which is the number of full months in the short Plan Year and the
denominator of which is twelve (12).



For Plan Years beginning on or after January 1, 1994, and before January 1, 2002, the annual
Compensation of each Participant taken into account for determining all benefits provided under the
Plan for any Plan Year shall not exceed $150,000, as adjusted for increases in the cost-of-living
in accordance with Code Section 401(a)(17)(B) of the Internal






7









 







Revenue Code, the cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.



The annual Compensation of each Participant taken into account in determining allocations for any
Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means
Compensation during the Plan Year or such other consecutive twelve (12) month period over which
Compensation is otherwise determined under the Plan (the determination period). The cost-of-living
adjustment in effect for a calendar year applies to annual Compensation for the determination
period that begins with or within such calendar year.



USERRA For purposes of Employee and Employer make-up contributions, Compensation during the period
of military service shall be deemed to be the Compensation the Employee would have received during
such period if the Employee were not in qualified military service, based on the rate of pay the
Employee would have received from the Employer but for the absence due to military leave. If the
Compensation the Employee would have received during the leave is not reasonably certain,
Compensation will be equal to the Employee’s average Compensation from the Employer during the
twelve (12) month period immediately preceding the military leave or, if shorter, the Employee’s
actual period of employment with the Employer.



Definition of Compensation For Purposes Of Safe Harbor CODA Provisions Compensation for the
purposes of a Safe Harbor CODA is defined in this paragraph 1.15. No dollar limit other than the
limit imposed by Code Section 401(a)(17) applies to the Compensation of a Non-Highly Compensated
Employee. For purposes of determining the Compensation subject to a Participant’s salary deferral
election, the Employer may use an alternative definition to the one described above provided such
alternative definition is a reasonable definition of Compensation within the meaning of Section
1.414(s)-1(d)(2) of the Regulations and permits each Participant to contribute sufficient Elective
Deferrals or Roth Elective Deferrals to receive the maximum amount of Matching Contributions
(determined using the definition of Compensation described above) available to the Participant
under the Plan.



Code Section 125 Arrangements If elected in the Adoption Agreement amounts under Code Section 125
include any amounts not available to a Participant in cash in lieu of group health coverage because
the Participant is unable to certify that he or she has other health coverage (deemed Code Section
125 Compensation). An amount will be treated as an amount under Code Section 125 only if the
Employer does not request or collect information regarding the Participant’s other health coverage
as part of the enrollment process for the health plan. The use of this definition of Compensation
will generally also apply to the definition of Compensation for purposes of Code Section 414(s)
unless the Plan otherwise specifically excludes all amounts described in Code Section 414(s)(2).



If no election is made on the Adoption Agreement the Plan will exclude deemed Code Section 125
Compensation for purposes of the definition of Compensation.



Differential Wage Payments Under Code Section 414(u)(12) Differential wage payments (as defined
under Code Section 3401(h)) made by the Employer to reservists during active military duty are
treated as W-2 wages subject to income tax withholding and are treated as Compensation for purposes
of benefit accruals. These payments must be treated as Compensation under Code Section 415(c)(3)
and Section 1.415-2(d) of the Treasury Regulations.




1.16 Custodian



The institution or institutions (who may be the Sponsor or an affiliate) and any successors or
assigns thereto, named in the Adoption Agreement, to hold the assets of the Plan as provided at
paragraph 13.1 herein.




1.17 Days of Service



A method of crediting Service with the Employer whereby an Employee receives credit for a Day of
Service for any calendar day in which he or she provides Service to the Employer.




1.18 Defined Benefit Plan



A plan under which a Participant’s benefit is determined by a formula contained in the plan and no
Employee accounts are maintained for Participants.




1.19 Defined Contribution Dollar Limitation



Effective for Limitation Years beginning on or after January 1, 2009, this limit is forty nine
thousand dollars ($49,000) as adjusted by the Secretary of the Treasury for increases in the
cost-of-living. This limitation shall be adjusted by the Secretary at the same time and in the
same manner as under Code Section 415(d). Such increases will be in multiples of one thousand
dollars ($1,000).




1.20 Defined Contribution Plan



A plan under which Employee accounts are maintained for each Participant to which all
contributions, forfeitures, investment income and gains or losses, and expenses are credited or
deducted. A Participant’s benefit under such plan is based solely on the fair market value of his
or her account balance.







8









 








1.21 Designated Beneficiary



The individual who is designated as the Beneficiary under paragraph 1.11 and who is the Designated
Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4 of the Treasury Regulations.
Effective for distributions made after December 21, 2006, Designated Beneficiary will also include
a non-spouse Designated Beneficiary. For this purpose, a non-spouse designated Beneficiary means a
Designated Beneficiary other than (i) a Surviving Spouse or (ii) a Spouse or former Spouse who is
an Alternate Payee under a Qualified Domestic Relations Order.




1.22 Direct Rollover



A payment made by the Plan to an Eligible Retirement Plan that is specified by the distributee or a
payment received by the Plan from an Eligible Retirement Plan on behalf of a Participant or an
Employee, if selected in the Adoption Agreement by the Employer. A Direct Rollover from a Roth
Elective Deferral account under a qualified cash or deferred arrangement may only be made to
another designated Roth account under an applicable retirement plan described in Code Section
402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is
permitted under the rules of Code Section 402(c). Moreover, a Plan is permitted to treat the
balance of the Participant’s designated Roth account and the Participant’s other accounts under the
Plan as accounts held under two separate Plans [within the meaning of Section 414(I)] for purposes
of applying the special rule in A-11 of Regulations Section 1.401(a)(31)-1 [under which a Plan will
satisfy Code Section 401(a)(31) even though the Plan Administrator does not permit any distributee
to elect a Direct Rollover with respect to Eligible Rollover Distributions during a year that are
reasonably expected to total less than $200].




1.23 Disability



Unless the Employer has elected a different definition in the Adoption Agreement, Disability is
defined as an illness or injury of a potentially permanent nature, expected to last for a
continuous period of not less than twelve (12) months or can be expected to result in death, as
certified by a physician satisfactory to the Employer, which prevents the Participant from engaging
in any occupation for wage or profit for which the Employee is reasonably fitted by training,
education or experience. If elected by the Employer in the Adoption Agreement, nonforfeitable
contributions will be made to the Plan on behalf of each disabled Participant who is not a Highly
Compensated Employee (as defined at paragraph 1.49). Compensation for purposes of calculating the
contribution will mean Compensation as defined at paragraph 1.15 herein.




1.24 Distribution Calendar Year (Valuation Calendar Year)



A calendar year for which a minimum distribution is required. For distributions beginning before
the Participant’s death, the First Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant’s Required Beginning Date. For
distributions beginning after the Participant’s death, the First Distribution Calendar Year is the
calendar year in which distributions are required to begin under paragraph 7.6. The required
minimum distribution for the Participant’s First Distribution Calendar Year will be made on or
before the Participant’s Required Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum distribution for the Distribution
Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.




1.25 Early Retirement Age



The age set by the Employer in the Adoption Agreement, not less than age fifty-five (55), at which
a Participant becomes fully vested and is eligible to retire and receive his or her benefits under
the Plan.




1.26 Early Retirement Date



The date as selected in the Adoption Agreement on which a Participant or former Participant has
satisfied the Early Retirement Age requirements. If no election is made on the Adoption Agreement,
it shall mean the date on which a Participant attains his or her Early Retirement Age.



A former Participant who has separated from Service after satisfying any service requirement but
before satisfying the Early Retirement Age and who thereafter reaches the age requirement elected
on the Adoption Agreement shall be entitled to receive benefits under the Plan (other than full
vesting and any allocation of Employer contributions) as though the requirements for Early
Retirement Age had been satisfied.




1.27 Earned Income



Net earnings from self-employment in the trade or business with respect to which the Plan is
established, determined without regard to items not included in gross income and the deductions
allocable to such items, provided that personal services of the individual are a material
income-producing factor. Earned Income shall be reduced by contributions made by an Employer to a
Qualified Plan to the extent deductible under Code Section 404. Net earnings shall be determined
taking into account the deduction for one-half of self-employment taxes allowed to the taxpayer
under Code Section 164(f), to the extent deductible for taxable years beginning after December 31,
1989.



For purposes of applying the limitations of Code Section 415, in the case of an Employee who is an
Employee within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Employee’s Earned Income [as described in Code Section 401(c)(2) and the Regulations thereunder]
shall include amounts deferred at the election of the Employee that would be includible in gross
income but for the rules of Code Sections 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Earned
Income does not include amounts received after severance from employment, as defined






9









 







in Regulations Section 1.415(c)-2(e)(3), except for payments to an individual who does not
currently perform services for the Employer by reason of qualified military service [within the
meaning of Code Section 414(u)(1)], to the extent these payments do not exceed the amounts the
individual would have received if the individual had continued to perform services for the Employer
rather than entering qualified military service.




1.28 Effective Date



The date on which the Employer’s Plan or amendment to such Plan becomes effective. For amendments
reflecting statutory and regulatory changes contained in the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA), the Effective Date(s) of the applicable provisions of this
legislation will be the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of such amendment or
adoption of the Plan.



The Effective Date for Elective Deferrals and Roth Elective Deferrals provisions is the date the
provisions are actually adopted. In no event may the Effective Date for Roth Elective Deferrals be
earlier than January 1, 2006.



The Effective Date for provisions in the Plan intended to reflect compliance with the final Code
Section 415 regulations is Limitation Years beginning on or after July 1, 2007.




1.29 Elapsed Time



For purposes of determining an Employee’s initial or continued eligibility to participate in the
Plan or the nonforfeitable interest in the Participant’s account balance derived from Employer
contributions, an Employee will receive credit for the aggregate of all time period(s) commencing
with the Employee’s first day of employment or reemployment and ending on the date a Break in
Service begins. The first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive credit for any Period of Severance of less than
twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days.



For purposes of this section, Hour of Service shall mean each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.



A Break in Service is a Period of Severance of at least twelve (12) consecutive months. A Period of
Severance is a continuous period of time during which the Employee is not employed by the Employer.
Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the
twelve (12) month anniversary of the date on which the Employee was otherwise first absent from
service.



In the case of an individual who is absent from work for maternity or paternity reasons, the twelve
(12) consecutive month period beginning on the first anniversary of the first date of such absence
shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence:




     (a) by reason of the pregnancy of the individual,



     (b) by reason of the birth of a child of the individual,



     (c) by reason of the placement of a child with the individual in connection with the adoption
of such child by such individual, or



     (d) for purposes of caring for such child for a period beginning immediately following such
birth or placement.


Each Employee will share in Employer contributions for the period beginning on the date the
Employee commences participation under the Plan and ending on the date on which such Employee
severs employment with the Employer or is no longer a member of an eligible class of Employees.



If the Employer is a member of an affiliated service group [under Code Section 414(m)], a
controlled group of corporations [under Code Section 414(b)], a group of trades or business under
common control [under Code Section 414(c)] or any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o), Service will be credited for any period of employment
with any other member of such group. Service will also be credited for any individual required
under Code Section 414(n) or Code Section 414(o) to be considered an Employee of any Employer
aggregated under Code Sections 414(b), (c) or (m).




1.30 Election Period



The period which begins on the first day of the Plan Year in which the Participant attains age
thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from
Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the
Election Period shall begin on the date of separation, with respect to the account balance as of
the date of separation.







10









 








1.31 Elective Deferrals



For taxable years beginning after 2005, the term “Elective Deferrals” includes pre-tax Elective
Deferrals and Roth Elective Deferrals. Pre-tax Elective Deferrals are a Participant’s Elective
Deferrals that are not includible in the Participant’s gross income at the time deferred. Elective
Deferrals are Employer contributions in lieu of cash Compensation made to the Plan on behalf of the
Participant pursuant to a Salary Deferral Agreement or other deferral mechanism. With respect to
any taxable year, a Participant’s Elective Deferral is the sum of all Employer contributions made
on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred
arrangement as described in Code Section 401(k), any Simplified Employee Pension Plan with a cash
or deferred arrangement as described in Code Section 408(k)(6), any SIMPLE IRA Plan described in
Code Section 408(p), any plan as described under Code Section 501(c)(18), and any Employer
contributions made on behalf of a Participant for the purchase of an annuity contract under Code
Section 403(b) pursuant to a Salary Deferral Agreement. Elective Deferrals or Roth Elective
Deferrals shall not include any deferrals properly distributed as Excess Annual Additions.




1.32 Eligible Participant



Any Employee who is eligible to make a Voluntary or Required After-tax Contribution or an Elective
Deferral or Roth Elective Deferral (if the Employer takes such contributions into account in the
calculation of the Actual Contribution Percentage), or to receive a Matching Contribution
(including forfeitures) or a Qualified Matching Contribution. If a Required After-tax Contribution
is required as a condition of participation in the Plan, any Employee who would be a Participant in
the Plan if such Employee made such a contribution shall be treated as an Eligible Participant even
though no Employee contributions are made.




1.33 Eligible Retirement Plan



An Eligible Retirement Plan is an eligible Plan under Code Section 457(b) that is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into such
Plan from this Plan, an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), an annuity contract described in Code Section 403(b), or a Qualified Plan described
in Code Section 401(a), which accepts the distributee’s Eligible Rollover Distribution. The
definition of Eligible Retirement Plan shall also apply in the case of a distribution to a
Surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a Qualified
Domestic Relations Order, as defined in Code Section 414(p). If any portion of an Eligible
Rollover Distribution is attributable to payments or distributions from a designated Roth account,
an Eligible Retirement Plan with respect to such portion shall include only another designated Roth
account of the individual from whose account the payments or distributions were made, or a Roth IRA
of such individual.



For Eligible Rollover Distributions made after December 31, 2007 , which are not attributable to
distributions from a Roth Elective Deferral Account, an Eligible Retirement Plan shall also include
a Roth IRA as described in Code Section 408A, provided that for Eligible Rollover Distributions
made in 2008 or in 2009, the same income and tax filing status restrictions that apply to a
rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a Roth IRA from
accounts other than a Roth Elective Deferral Account.




1.34 Eligible Rollover Distribution



An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the
credit of the Participant except that an Eligible Rollover Distribution does not include:




     (a) any distribution that is one of a series of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the Participant or the joint
lives (or joint life expectancies) of the Participant and the Participant’s Beneficiary, or for a
specified period of ten (10) years or more,



     (b) any distribution to the extent such distribution is required under Code Section 401(a)(9),



     (c) any Hardship withdrawal distribution,



     (d) the portion of any distribution that would not be includible in gross income if paid to
the Participant (determined without regard to the exclusion for net unrealized appreciation with
respect to Employer securities),



     (e) any excess amounts that is returned to a Participant in accordance with paragraphs 10.3,
11.8, 11.9 and 11.10,



     (f) any other distribution(s) that is reasonably expected to total less than $200 during a
year,



     (g) any corrective distributions of Excess Elective Deferrals or Roth Elective Deferrals under
Code Section 402(g), and the income allocable thereto,



     (h) any corrective distributions of Excess Contributions and Excess Aggregate Contributions
under Code Section 401(k) and Code Section 401(m), and the income allocable thereto,



11









 





     (i) any PS 58 costs, and



     (j) any dividends paid on securities under Code Section 404(k).


A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because
the portion consists of after-tax Employee contributions which are not includible in gross income.
However, effective January 1, 2007, such portion may be transferred only to an individual
retirement account or individual retirement annuity described in Code Section 408(a) or Code
Section 408(b), or to a qualified plan described in Code Section 401(a) or Code Section 403(a) , or
to an annuity contract described in Code Section 403(b), which plan or contract agrees to
separately account for amounts so transferred, including separate accounting for the portion of
such distribution which is includible in gross income and the portion of such distribution which is
not so includible. Effective January 1, 2008, such portion may also be transferred to a Roth IRA,
provided that for amounts transferred in 2008 or in 2009 , the same income and tax filing
restrictions that apply to a rollover from a traditional IRA to a Roth IRA are complied with by the
distributee.




1.35 Employee



The term Employee means (a) any person reported on the payroll records of the Employer as an
Employee who is deemed by the Employer to be a common law Employee; (b) except for determining
eligibility to participate in this Plan, any person reported on the payroll records of an
affiliated Employer of the Employer or a participating Employer as an Employee who is deemed by the
affiliated Employer to be a common law Employee, even if the affiliated Employer is not a
participating Employer; (c) any Self-Employed Individual who derives Earned Income from the
Employer; (d) any Owner-Employee; and (e) any person who is considered a Leased Employee but who
(1) is not covered by a Plan described in Code Section 414(n)(5), or (2) is covered by a Plan
described in Code Section 414(n)(5), but Leased Employees constitute more than twenty percent (20%)
of the Employer’s non-highly compensated work force. However, the term Employee will not include
any individual who is not reported on the payroll records of the Employer or an affiliated Employer
as a common law Employee. If such person is later determined by the Employer or by a court or
governmental agency to be or to have been an Employee, he or she will only be eligible for
participation prospectively and may participate in the Plan as of the next entry date following
such determination and after the satisfaction of all other eligibility requirements.



The term Employee for these purposes, shall include all Employees of a member of an affiliated
service group [as defined in Code Section 414(m)], all Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any incorporated or
unincorporated trade or business which is under common control [as defined in Code Section 414(c)],
Leased Employees [as defined in Code Section 414(n)], and any Employee required to be aggregated by
Code Section 414(o). All such Employees shall be treated as employed by a single Employer.



The term Employee does not include any other common law employee or any Leased Employee, unless
otherwise elected by the Employer in the Adoption Agreement. It is expressly intended that
individuals not treated as common law employees by the Employer or a member of the same controlled
group or affiliated service group on their payroll records, as identified by a specific job code or
work status code, are to be excluded from Plan participation even if a court or administrative
agency subsequently determines that such individuals are common law Employees and not independent
contractors.




1.36 Employer



The Self-Employed Individual, partnership, corporation or other organization including any
participating Employer, which adopts this Plan including any entity that succeeds the Employer and
adopts this Plan. For purposes of Article X, Limitations on Allocations, Employer shall mean the
Employer that adopts or sponsors this Plan, and all members of a controlled group of corporations
[as defined in Code Section 414(b) as modified by Code Section 415(h)], all commonly controlled
trades or businesses [as defined in Code Section 414(c) as modified by Code Section 415(h)] or
affiliated service groups [as defined in Code Section 414(m)] of which the adopting Employer is a
part, and any other entity required to be aggregated with the Employer pursuant to Regulations
under Code Section 414(o).



In addition to such required treatment, the Plan Sponsor may, in its discretion, designate as an
Employer any business entity which is not such a “common control,” “affiliated service group” or
“predecessor” business entity which is otherwise affiliated with the Employer, subject to such
nondiscriminatory limitations as the Employer may impose.




1.37 Entry Date



The date as of which an Employee who has satisfied the Plan’s eligibility requirements enters or
reenters the Plan, as defined in the Adoption Agreement.




1.38 ERISA



The Employee Retirement Income Security Act of 1974, as amended and any successor statute thereto.







12









 








1.39 Excess Aggregate Contributions



The excess, with respect to any Plan Year, of:




     (a) the aggregate Contribution Percentage Amounts taken into account in computing the
numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees
for such Plan Year, over



     (b) the maximum Contribution Percentage Amounts permitted by the ACP test (determined
hypothetically by reducing contributions made on behalf of Highly Compensated Employees in order of
their Contribution Percentages beginning with the highest of such percentages).



     (c) Such determination shall be made after first determining Excess Elective Deferrals or Roth
Elective Deferrals pursuant to paragraph 1.42 and then determining Excess Contributions pursuant to
paragraph 1.41.



1.40 Excess Annual Additions



The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum
Permissible Amount.




1.41 Excess Contributions



With respect to any Plan Year, the excess of:




     (a) the aggregate amount of Employer contributions actually taken into account in computing
the ADP of Highly Compensated Employees for such Plan Year, over



     (b) the maximum amount of such contributions permitted by the ADP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of
the ADPs, beginning with the highest of such percentages).



1.42 Excess Elective Deferrals



Those Elective Deferrals or Roth Elective Deferrals that are includible in a Participant’s gross
income under Code Section 402(g) to the extent such Participant’s Elective Deferrals or Roth
Elective Deferrals for a taxable year exceed the dollar limitation under Code Section 402(g)
[including if applicable, the dollar limitation on such Catch-Up Contributions as defined in Code
Section 414(v)] for such year or are made during a calendar year and exceed the dollar limitation
under Code Section 402(g) including, if applicable, the dollar limitation on Catch-Up Contributions
defined in Code Section 414(v) for the Participant’s taxable year beginning in such calendar year,
counting only Elective Deferrals or Roth Elective Deferrals made under this Plan and any other
Plan, contract or arrangement maintained by the Employer. Excess Elective Deferrals or Roth
Elective Deferrals shall be treated as Annual Additions under the Plan, unless such amounts are
distributed no later than the first April 15 following the close of the Participant’s taxable year.
For taxable years beginning after December 31, 2005, unless the Participant specifies otherwise,
distribution of Excess Elective Deferrals or Roth Elective Deferrals for a year shall be made first
from the Participant’s pre-tax Elective Deferral account to the extent the pre-tax Elective
Deferrals were made for the year. Pre-tax Elective Deferrals are elective contributions under a
qualified cash or deferred arrangement that are not Roth Elective Deferrals.




1.43 Expected Year Of Service



An eligibility computation period during which an Employee is expected to complete a Year of
Service (as defined in the Adoption Agreement) based upon their employment schedule or position. If
an Employee who was not expected to complete a Year of Service actually completes the required
number of Hours of Service during an applicable computation period, such Employee shall be deemed
to have entered the plan as of the same date they would have had the Employee been originally
classified as expected to complete a Year of Service. In the event an Employee becomes a
Participant under such circumstances, the Employee shall be eligible for an allocation of all
contributions that would have been made on the Employee’s behalf had the Employee had been properly
classified. If an Employee who was originally classified not being expected to complete a Year of
Service has a subsequent change in employment schedule or position such that the Employee would be
considered as likely to complete a Year of Service, such Employee shall eligible to participate in
the Plan as of the earlier of the completion of the Service requirement specified in the Adoption
Agreement on the reclassified basis or the actual completion of a Year of Service as it is defined
in the Adoption Agreement. The Employee shall then enter the Plan as a Participant as of the next
Entry Date following satisfaction of the eligibility requirements specified above.




1.44 Fiduciary



Any individual or entity which exercises any discretionary authority or control over the management
of the Plan or over the disposition of the assets of the Plan; renders investment advice for a fee
or other compensation (direct, or indirect); has any discretionary authority or responsibility over
Plan administration; or acts to carry out a Fiduciary responsibility, when designated by a named
Fiduciary pursuant to authority granted by the Plan; subject, however, to any exception granted
directly or indirectly by the provisions of ERISA or any applicable Regulations.




1.45 First Distribution Calendar Year



For distributions beginning before the Participant’s death, the First Distribution Calendar Year is
the calendar year immediately preceding the calendar year which contains the Participant’s Required
Beginning Date. For distributions






13









 







beginning after the Participant’s death, the First Distribution Calendar Year is the calendar year
in which distributions are required to begin pursuant to paragraph 7.6.




1.46 Former Participant



A Participant who is no longer actively accruing benefits under the Plan.




1.47 Hardship



An immediate and heavy financial need of the Employee where such Employee lacks other available
financial resources to satisfy such financial need.




1.48 Highest Average Compensation



For Limitation Years beginning before January 1, 2000, the average Compensation for the three (3)
consecutive Years of Service with the Employer that produces the highest average. A Year of
Service with the Employer is the twelve (12) consecutive month period defined in the Adoption
Agreement, or, if not indicated in the Adoption Agreement, as defined in paragraph 1.111.




1.49 Highly Compensated Employee



Effective for years after December 31, 1996, the term Highly Compensated Employee means any
Employee who: (1) is a 5% or more owner at any time during the year or preceding year, or (2) for
the preceding year had Compensation from the Employer in excess of $80,000 and if the Employer so
elects in the Adoption Agreement, is in the Top-Paid Group for the preceding year. The $80,000
amount is adjusted at the same time and in the same manner as under Code Section 415(d), except
that the base period is the calendar quarter ending September 30, 1996.



For the determination of who is a Highly Compensated Employee, the applicable year of the Plan for
which a determination is being made is called a determination year and the preceding twelve (12)
month period is called a look-back year. Employees who do not meet the Highly Compensated Employee
definition are considered Non-Highly Compensated Employees.



A Highly Compensated former Employee is based on the rules applicable to determining Highly
Compensated Employee status in effect for that determination year, in accordance with Section
1.414(q)-1T, A-4 of the temporary Income Tax Regulations and IRS Notice 97-45.



In determining whether an Employee is a Highly Compensated Employee for years beginning in 1997,
the amendments to Code Section 414(q) stated above are treated as having been in effect for years
beginning in 1996. In order to be effective, a Top-Paid Group election or calendar year data
election must apply consistently to all plans of the Employer that begin with or within the same
calendar year.




1.50 Hour Of Service




     (a) Unless otherwise specified in the Adoption Agreement, each hour for which an Employee is
paid, or entitled to payment, for the performance of duties for the Employer. These hours shall be
credited to the Employee for the computation period in which the duties are performed, and



     (b) each hour for which an Employee is paid, or entitled to payment, by the Employer on
account of a period of time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence. No more than five hundred and
one (501) Hours of Service shall be credited under this paragraph for any single continuous period
(whether or not such period need occur in a single computation period). Hours under this paragraph
shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor
Regulations which are incorporated herein by this reference, and



     (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph
(a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be
credited to the Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or payment is made.



     (d) Hours of Service shall be credited for employment with the Employer and with other members
of an affiliated service group [as defined in Code Section 414(m)], a controlled group of
corporations [as defined in Code Section 414(b)], or a group of trades or businesses under common
control [as defined in Code Section 414(c)] of which the adopting Employer is a member, and any
other entity required to be aggregated with the Employer pursuant to Code Section 414(o) and the
Regulations thereunder. Hours of Service shall also be credited for any individual considered an
Employee for purposes of this Plan under Code Section 414(n) or Code Section 414(o) and the
Regulations thereunder.



     (e) Solely for purposes of determining whether a Break in Service, as defined in paragraph
1.14, for participation and vesting purposes has occurred in a computation period, an individual
who is absent from work for



14









 




maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise
have been credited to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For purposes of this
paragraph, an absence from work for maternity or paternity reasons means an absence by reason of
the pregnancy of the individual, by reason of a birth of a child of the individual, by reason of
the placement of a child with the individual in connection with the adoption of such child by such
individual, or for purposes of caring for such child for a period beginning immediately following
such birth or placement. The Hours of Service credited under this paragraph shall be credited in
the computation period in which the absence begins if the crediting is necessary to prevent a Break
in Service in that period, or in all other cases, in the following computation period. No more
than five hundred and one (501) hours will be credited under this paragraph.




     (f) Notwithstanding paragraph (b), the Plan Administrator may elect for all Employees or for
one or more different classifications of Employees (provided such classifications are reasonable
and are consistently applied) to apply one or more of the following equivalency methods in
determining the Hours of Service of an Employee paid on an hourly or salaried basis. Under such
equivalency methods, an Employee will be credited with either (1) one hundred ninety (190) Hours of
Service for each month in which he or she is paid or entitled to payment for at least one (1) Hour
of Service; or (2) ninety five (95) Hours of Service for each semi-monthly period in which he or
she is paid or entitled to payment for at least one (1) Hour of Service; or (3) forty-five (45)
Hours of Service for each week in which he or she is paid or entitled to payment for at least one
(1) Hour of Service; or (4) ten (10) Hours of Service for each day in which he or she is paid or
entitled to payment for at least one (1) Hour of Service.



     (g) Hours of Service shall be determined under the hours counting method as elected by the
Employer in the Adoption Agreement. If no election is made, actual hours under the hours counting
method will be used.



1.51 Integration Level



The amount of Compensation specified in the Adoption Agreement at or below which the rate of
contributions or benefits (expressed in each case as a percentage of such Compensation) provided
under the Plan is less than the rate of contributions or benefits (expressed in each case as a
percentage of such Compensation) provided under the Plan with respect to Compensation above such
level. The Adoption Agreement must specify an Integration Level in effect for the Plan Year. No
Integration Level in effect for a particular Plan Year may exceed the contribution and benefit base
(“Taxable Wage Base”) under Section 230 [Code Section 3121(a)(1)] of the Social Security Act in
effect on the first day of the Plan Year.




1.52 Key Employee



For Plan Years beginning after December 31, 2001, Key Employee means any Employee or former
Employee (including any deceased Employee) who at any time during the Plan Year that includes the
determination date was an officer of the Employer having annual Compensation greater than $130,000
[as adjusted under Code Section 416(i) for Plan Years beginning after December 31, 2002], a more
than five percent (5%) owner of the Employer, or a more than one percent (1%) owner of the Employer
having annual Compensation of more than $150,000. For this purpose, annual Compensation means
Compensation within the meaning of Code Section 415(c)(3). The determination of who is a Key
Employee will be made in accordance with Code Section 416(i)(1) and the applicable Regulations and
other guidance of general applicability issued thereunder.




1.53 Leased Employee



Any person (other than an Employee of the recipient) within the meaning of Code Section 414(n)(2)
and Section 414(o) who is not reported on the payroll records of the Employer as a common law
Employee and who provides services to the Employer if (a) the services are provided under an
agreement between the Employer and a leasing organization; (b) the person has performed services
for the Employer or for the Employer and related persons as determined under Code Section 414(n)(6)
on a substantially full time basis for a period of at least one year; and (c) the services are
performed under the primary direction or control of the Employer. Contributions or benefits
provided to a Leased Employee by the leasing organization attributable to services performed for
the Employer will be treated as provided by the Employer.



A Leased Employee will not be considered an Employee of the recipient if he is covered by a money
purchase plan providing (a) a non-integrated Employer contribution rate of at least ten percent
(10%) of Code Section 415 Compensation, including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludible from the Leased Employee’s gross income under a
cafeteria plan covered by Code Section 125, a cash or deferred Plan under Code Section 401(k), a
SEP under Code Section 408(k) or a tax-deferred annuity under Code Section 403(b) and also
including for Plan Years beginning on or after January 1, 2001, any elective amounts that are not
includible in the gross income of the Leased Employee because of Code Section 132(f)(4); (b)
immediate participation; and (c) full and immediate vesting. This exclusion is only available if
Leased Employees do not constitute more than twenty percent (20%) of the recipient’s non-highly
compensated work force.




1.54 Life Expectancy



Life expectancy as computed by use of one of the following tables, as appropriate: (1) Single Life
Table, (2) Uniform Life Table, or (3) Joint and Last Survivor Table found in Section 1.401(a)(9)-9
of the Regulations.







15









 








1.55 Limitation Year



The calendar year or such other twelve (12) consecutive month period designated by the Employer in
the Adoption Agreement for purposes of determining the maximum Annual Additions to a Participant’s
account. All Qualified Plans maintained by the Employer must use the same Limitation Year. If the
Limitation Year is amended to a different twelve (12) consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year in which the amendment is made. If no
designation is made on the Adoption Agreement, the Limitation Year will automatically default to
the Plan Year.



If a Plan is terminated effective as of a date other than the last day of the Plan’s Limitation
Year, the Plan is treated for purposes of this section as if the Plan was amended to change its
Limitation Year. As a result of this deemed Amendment, the Code Section 415(c)(1)(A) dollar limit
must be prorated under the short Limitation Year rules.




1.56 Matching Contribution



An Employer contribution made to this or any other Defined Contribution Plan on behalf of a
Participant on account of a Voluntary or Required After-tax Contribution made by such Participant,
or on account of a Participant’s Elective Deferral, Roth Elective Deferral or Catch-Up Contribution
made by such Participant under a Plan maintained by the Employer.



A Plan established under a Cash or Deferred Adoption Agreement may allocate Matching Contributions
throughout the Plan Year, even though the amount of Matching Contributions is determined on the
basis of the Plan Year. If the Plan is calculating Matching Contributions on a Plan Year basis,
but Matching Contributions that are deposited during the Plan Year have been calculated on a
payroll period, an additional “true-up” contribution may be required to accurately calculate the
Matching Contributions as elected on the Adoption Agreement.




1.57 Maximum Permissible Amount



The maximum Annual Additions that may be contributed or allocated to a Participant’s account under
the Plan for any Limitation Year shall not exceed the lesser of:




     (a) the Defined Contribution Dollar Limitation, or



     (b) 100% of the Participant’s Compensation for the Limitation Year.


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




1.58 Named Investment Fiduciary



One or more Fiduciaries who have the authority to control and manage the operation, management and
administration of the Plan as more fully described in Article XII. The Named Investment
Fiduciaries shall be selected through a procedure outlined by the Plan Sponsor.




1.59 Net Profit



The current and accumulated operating earnings of the Employer after Federal and state income
taxes, excluding nonrecurring or unusual items of income, and before contributions to this and any
other Qualified Plan of the Employer, unless the Employer has elected a different definition in the
Adoption Agreement. Unless elected otherwise in the Adoption Agreement, Employer contributions to
the Plan are not conditioned on profits.




1.60 Normal Retirement Age



The age set by the Employer in the Adoption Agreement, not to exceed age sixty-five (65), or if
later the number of years of participation elected in the Adoption Agreement, if any, at which a
Participant becomes fully vested and is eligible to retire and receive his or her benefits under
the Plan. If the Employer enforces a mandatory retirement age, the Normal Retirement Age is the
lesser of that mandatory age or the age specified in the Adoption Agreement. If no selection is
made, Normal Retirement Age will be defined as attainment of age sixty-five (65).




1.61 Normal Retirement Date



The date on which the Participant attains the Normal Retirement Age as elected in the Adoption
Agreement. If no election is made on the Adoption Agreement, it shall mean the date on which a
Participant attains his or her Normal Retirement Age.




1.62 Owner-Employee



A sole proprietor or a partner owning more than 10% of either the capital or profits interest of
the partnership.







16









 








1.63 Participant



Any current Employee who met the applicable eligibility requirements and reached his or her Entry
Date and, where the context so requires, pursuant to the terms of the Plan, any living former
Employee on whose behalf an Account is maintained or former Employee who has met the eligibility
requirements.




1.64 Participant’s Account Balance



The account balance as of the last Valuation Date in the calendar year immediately preceding the
Distribution Calendar Year (Valuation Calendar Year) increased by the amount of any contributions
made and allocated or forfeitures allocated to the account as of dates in the Valuation Calendar
Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year
after the Valuation Date. The account balance for the Valuation Calendar Year includes any amounts
rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution
Calendar Year if distributed or transferred in the Valuation Calendar Year.




1.65 Participant’s Benefit



With respect to required distributions pursuant to paragraph 7.8, the account balance as of the
last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year
increased by the amount of any contributions or forfeitures allocated to the account balance as of
the dates in the calendar year after the Valuation Date and decreased by distributions made in the
calendar year after the Valuation Date. A special exception exists for the second Distribution
Calendar Year. For purposes of this paragraph, if any portion of the minimum distribution for the
First Distribution Calendar Year is made in the second Distribution Calendar Year on or before the
Required Beginning Date, the amount of the minimum distribution made in the second Distribution
Calendar Year shall be treated as if it had been made in the immediately preceding Distribution
Calendar Year.




1.66 Period Of Severance



For Plans using Elapsed Time for purposes of crediting a Year of Service for eligibility, accrual
of benefits and/or vesting, Employees will receive credit for all periods of Service from their
date of hire (or rehire) until the next Period of Severance.



When using Elapsed Time:




     (a) a Break in Service shall mean a Period of Severance of at least twelve (12) months;



     (b) a Period of Severance is a continuous period of time during which the Employee is not
employed by the Employer;



     (c) a Period of Severance begins on the date the Employee retires, quits, or is discharged, or
if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first
absent from Service.



1.67 Permissive Aggregation Group



The Required Aggregation Group of plans plus any other plan or plans of the Employer which, when
considered as a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.




1.68 Plan



The Defined Contribution Plan of the Employer in the form of this Plan and the applicable Adoption
Agreement executed by the Employer as may be amended from time to time (which includes any addendum
thereto). The Plan shall have the name specified in the Adoption Agreement.




1.69 Plan Administrator



The Employer or individual(s) or entity(ies) appointed by the Employer to administer the Plan as
provided at paragraph 12.1 herein.




1.70 Plan Sponsor



The Employer who adopts this Plan and accompanying Adoption Agreement.




1.71 Plan Year



The twelve (12) consecutive month period designated by the Employer in the Adoption Agreement.




1.72 Predecessor Organization



An employer that previously employed the employees acquired by the current Employer. The
determination of whether a prior employer is a “predecessor organization” shall be determined in
accordance with Code Section 414. The Employer may grant optional crediting of predecessor service
pursuant to Code Section 414(a)(2) and the Regulations issued thereunder.




1.73 Present Value



The actuarial equivalent of a Participant’s accrued benefit under a Defined Benefit Plan maintained
by the Employer expressed in the form of a lump sum. Actuarial equivalence shall be based on
reasonable interest and mortality






17









 







assumptions determined in accordance with the Top-Heavy provisions of the respective plan. Present
Value is used for the purposes of the Top-Heavy test and the determination with respect thereto.




1.74 Prior Plan Year



The Plan Year immediately preceding the current Plan Year.




1.75 Qualified Domestic Relations Order (QDRO)



A Qualified Domestic Relations Order (QDRO) is a signed domestic relations order issued by a state
court or agency which creates, recognizes or assigns to an alternate payee(s) the right to receive
all or part of a Participant’s Plan benefit and which meets the requirements of Code Section
414(p). An alternate payee is a Spouse, former Spouse, child, or other dependent who is treated as
a Beneficiary under the Plan as a result of the QDRO. Unless elected otherwise by the Employer in
the Adoption Agreement, the earliest date for payment of a QDRO to an alternate payee, is the date
upon which the order is deemed qualified.




1.76 Qualified Early Retirement Age



For purposes of paragraph 8.9, Qualified Early Retirement Age is the latest of:




     (a) the earliest date under the Plan on which the Participant may elect to receive retirement
benefits, or



     (b) the first day of the 120th month beginning before the Participant reaches Normal
Retirement Age, or



     (c) the date the Participant begins participation.



1.77 Qualified Joint And Survivor Annuity (QJSA)



An immediate annuity for the life of the Participant with a survivor annuity for the life of the
Participant’s Spouse which is at least 50%, but not more than 100%, of the annuity payable during
the joint lives of the Participant and the Participant’s Spouse. The exact amount of the survivor
annuity is to be specified by the Employer in the Adoption Agreement. If no election is made on
the Adoption Agreement, and the Plan is subject to the Qualified Joint and Survivor Annuity
provisions, the survivor annuity will be 50% of the amount paid to the Participant during his or
her lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit which can be
provided by the Participant’s Vested Account Balance.




1.78 Qualified Matching Contributions (QMACs)



Matching Contributions that are nonforfeitable when made to the Plan and that are distributable
only in accordance with the distribution provisions (other than for Hardships) applicable to
Elective Deferrals and Roth Elective Deferrals. Qualified Matching Contributions (QMACs) must
satisfy Regulations Section 1.401(k)-2(a)(6) if used for the ADP Test.




1.79 Qualified Non-Elective Contributions (QNECs)



Contributions (other than Matching Contributions or Qualified Matching Contributions) made by the
Employer and allocated to Participants’ accounts that the Participants may not elect to receive in
cash until distributed from the Plan, that are nonforfeitable when made, and that are distributable
only in accordance with the distribution provisions (other than for Hardships) that are applicable
to Elective Deferrals or Roth Elective Deferrals and Qualified Matching Contributions. If
Qualified Non-Elective Contributions (QNECs) or Elective Deferrals or Roth Elective Deferrals are
used for the ACP Test, they must satisfy Regulations Section 1.401(m)-2(a)(6).




1.80 Qualified Plan



Any pension, profit-sharing, stock bonus, or other plan which meets the requirements of Code
Section 401(a) and includes a trust exempt from tax under Code Section 501(a) or any annuity plan
described in Code Section 403(a).



Solely for the purposes of Rollover Contributions, for Plan Years beginning after December 31,
2001, the term “Qualified Plan” includes a governmental Code Section 457 Plan, and a Code Section
403(b) annuity or plan.




1.81 Qualified Pre-Retirement Survivor Annuity



An annuity for the life of the Surviving Spouse of a Participant the actuarial equivalent of which
is not less than 50% of the Participant’s Vested Account Balance as of the date of the
Participants’ death, as elected by Employer in the Adoption Agreement. If no selection is made on
the Adoption Agreement, and the Plan is subject to the Qualified Joint and Survivor Annuity
provisions, the Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant’s Vested
Account Balance as of the date of the death of the Participant, unless the Employer in a prior
version of the Adoption Agreement or Plan, had elected that the Qualified Pre-Retirement Survivor
Annuity be 100% of the Account Balance.




1.82 Qualified Voluntary Contribution



A tax-deductible Voluntary Employee Contribution which was permitted to be made for the tax years
1982 through 1986. This type of contribution is no longer permitted to be made by a Participant.
This Plan shall accept such type






18









 







of contribution if made in a prior plan and an appropriate recordkeeping account will be
established on behalf of the Participant.




1.83 Required After-tax Contributions



Employee after-tax contributions required as a condition of participation in the Plan.




1.84 Required Aggregation Group



A group of plans including:




     (a) each Qualified Plan of the Employer in which at least one (1) Key Employee participates or
participated at any time during the Plan Year containing the Determination Date or any of the four
preceding Plan Years (regardless of whether the plan has terminated), and



     (b) any other Qualified Plan of the Employer which enables a plan described in (a) to meet the
requirements of Code Sections 401(a)(4) or 410.



1.85 Required Beginning Date



As elected in the Adoption Agreement, the Required Beginning Date will be defined in either
subparagraph (a) or (b) below:




     (a) The Required Beginning Date of a Participant is the April 1 of the calendar year following
the calendar year in which the Participant attains age 701/2.



     (b) The Required Beginning Date of a Participant is the April 1 of the calendar year following
the calendar year in which the Participant attains age 701/2, except that benefit distributions to a
Participant [other than a more than five percent (5%) owner] must commence by April 1 of the
calendar year following the later of the calendar year in which the Participant attains age 701/2 or
the calendar year in which the Participant retires.



     (c) Any Participant attaining age 701/2 in years after 1995 may elect by
April 1 of the calendar
year following the year in which the Participant attained age 701/2, to defer distributions until the
April 1 of the calendar year following the calendar year in which the Participant retires. If no
such election is made, the Participant will begin receiving distributions by the April 1 of the
calendar year following the year in which the Participant attained age 701/2.



     (d) A Participant is treated as a five percent (5%) or more owner for purposes of this section
if such Participant is a more than five percent (5%) owner as defined in Code Section 416 at any
time during the Plan Year ending with or within the calendar year in which such owner attains age
701/2. Once distributions have begun to a more than five percent (5%) owner under this section, they
must continue to be distributed, even if the Participant ceases to be a more than five percent (5%)
owner in a subsequent year.



1.86 Rollover Contribution



A Qualified Plan may accept a Rollover Contribution from any Eligible Retirement Plan described in
Code Section 402(c)(8)(B). An Eligible Retirement Plan is:




     (a) another Qualified Plan;



     (b) an Individual Retirement Account or Annuity (IRA);



     (c) a Code Section 403(b) plan;



     (d) a governmental Code Section 457(b) plan.


If the distribution is from an IRA, it is eligible for rollover into a Qualified Plan, but only to
the extent it would be includible in gross income if it were not rolled over.



The term Rollover Contribution means an amount transferred to this Plan in a Trustee to Trustee
transfer from another Qualified Plan or transferred by the Participant to this Plan within sixty
(60) days of receipt thereof. Any amount that is transferred to this Plan from another qualified
retirement plan which at the time of transfer was not subject to the Qualified Joint and Survivor
Annuity and Qualified Pre-retirement Survivor Annuity requirements of Code Section 401(a)(11), or
which is transferred to this Plan under subparagraph (b) above from a individual retirement
account, will not at any time be subject to the spousal consent requirements as set forth in
Article VIII.




1.87 Roth Elective Deferrals



An Elective Deferral designated by a Participant as a Roth Elective Deferral that at the time the
deferral is made that is includible in the Participant’s gross income and has been irrevocably
designated as Roth Elective Deferrals by the Participant in his or her deferral election. A
Participant’s Roth Elective Deferrals will be maintained in a separate account containing only the
Participant’s Roth Elective Deferrals and gains and losses attributable to those Roth Elective
Deferrals.






19









 







Roth Elective Deferrals shall be treated in the same manner as a pre-tax Elective Deferrals under
the terms of the Plan. For purposes of interpreting the Plan, the term Elective Deferral shall
mean both pre-tax Elective Deferrals and Roth Elective Deferrals except in cases where the context
is clearly in violation of the requirements of this paragraph.



Roth Elective Deferrals are effective January 1, 2006, or if later, the date the provision was
adopted by the Plan Sponsor.




1.88 Salary Deferral Agreement



An agreement between the Employer and an Employee where the Employee authorizes the Employer to
withhold a specified percentage or dollar amount of his or her Compensation (otherwise payable in
cash) for deposit to the Plan on behalf of such Employee.




1.89 Self-Employed Individual



An individual who has Earned Income for the taxable year from the trade or business for which the
Plan is established including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.




1.90 Service



The period of current or prior employment with the Employer including any imputed period of
employment which must be counted under USERRA. If the Employer maintains a plan of a predecessor
employer, service for such predecessor shall be treated as Service for the Employer for the
purpose(s) specified in the Adoption Agreement. Service is determined under an hours counting
method or Elapsed Time method as selected by the Employer in the Adoption Agreement.



If the Employer has elected to use the Elapsed Time method to determine eligibility and/or vesting
Service, the aggregate of the following (applied without duplication and except for periods of
Service that may be disregarded under paragraph 9.5):




     (a) Each period from an Employee’s date of hire (or reemployment date) to his next Severance
Date; and



     (b) If an Employee performs an Hour of Service within twelve (12) months of a Severance Date,
the period from such Severance Date to such Hour of Service. Service shall be credited for all
periods when the Employer or an Affiliated Employer employs the Employee.


Service shall be measured in whole years and fractions of a year in months. For this purpose, (a)
periods of less than a full year shall be aggregated on the basis that twelve (12) months or three
hundred and sixty five (365) days equals a year, and (b) in aggregating days into months, thirty
(30) days shall be rounded up to the nearest whole month. For purposes of determining Service,
“Date of Hire” means the date on which an Employee first completes an Hour of Service and
“Reemployment Date” means the date on which an Employee first completes an Hour of Service after a
Severance Date.



If the Employer is a member of an affiliated service group [under Code Section 414(m)], a
controlled group of corporations [under Code Section 414(b)], a group of trades or businesses under
common control [under Code Section 414(c)] or any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o), Service will be credited for any employment for any
period of time for any other member of such group. Service will also be credited for any
individual required under Code Section 414(n) or Code Section 414(o) to be considered an Employee
of any Employer aggregated under Code Section 414(b), (c), or (m).




1.91 Service Provider



An individual or business entity who is retained by the Plan Administrator on behalf of the Plan to
provide specified administrative services to the Plan.




1.92 Severance Date



The date which is the earlier of:




     (a) the date on which an Employee quits, retires, is discharged or dies; or



     (b) the first anniversary of the first date of a period in which an Employee remains
continuously absent from Service with an Employer or affiliate (with or without pay) for any reason
other than quit, retirement, discharge or death.



1.93 Severance Period



Each period from an Employee’s Severance Date to his next re-employment date for purposes of
USERRA.





20











 





1.94 Shareholder Employee



An Employee or officer who owns [or is considered as owning within the meaning of Code Section
318(a)(1)], on any day during the taxable year of an electing small business corporation (S
Corporation), more than 5% of such corporation’s outstanding stock.




1.95 Simplified Employee Pension Plan



A plan under which the Employer makes contributions for eligible Employees pursuant to a written
formula. Contributions are made to an individual retirement account which meets the requirements
of Code Section 408(k).




1.96 Spouse (Surviving Spouse)



The individual to whom a Participant is married, or was married in the case of a deceased
Participant who was married at the time of his or her death. A former Spouse will be treated in
the same manner as a Spouse to the extent provided under a Qualified Domestic Relations Order as
described in Code Section 414(p).




1.97 Reserved




1.98 Taxable Wage Base



For plans with an allocation formula which takes into account the Employer’s contribution under the
Federal Insurance Contributions Act (FICA), the contribution and benefit base in effect under the
Social Security Act (Section 203) at the beginning of the Plan Year.




1.99 Top-Heavy Determination Date



For the first Plan Year of the Plan, the last day of the first Plan Year. For any Plan Year
subsequent to the first Plan Year, the last day of the preceding Plan Year.




1.100 Top-Heavy Plan



For any Plan Year, the Employer’s Plan is Top-Heavy if any of the following conditions exist:




     (a) The Top-Heavy Ratio for the Employer’s Plan exceeds 60% and this Plan is not part of any
Required Aggregation Group or Permissive Aggregation Group of plans.



     (b) The Employer’s Plan is a part of a Required Aggregation Group of plans but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60%.



     (c) The Employer’s Plan is a part of a Required Aggregation Group and part of a Permissive
Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds
60%.



1.101 Top-Heavy Ratio




     (a) If the Employer maintains one or more Defined Contribution Plans (including any Simplified
Employee Pension Plan) and the Employer has not maintained any Defined Benefit Plan which during
the five (5) year period ending on the Determination Date(s) has or has had accrued benefits, the
Top-Heavy Ratio for this Plan alone, or for the Required or Permissive Aggregation Group as
appropriate, is a fraction,



          (1) the numerator of which is the sum of the account balances of all Key Employees as of the
Determination Date(s) [including any part of any account balance distributed in the one (1) year
period ending on the Determination Date(s)], and



          (2) the denominator of which is the sum of all account balances (including any part of any
account balance distributed in the one (1) year period ending on the Determination Date(s)), both
computed in accordance with Code Section 416 and the Regulations thereunder.



          Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any
contribution not actually made as of the Determination Date but which is required to be taken into
account on that date under Code Section 416 and the Regulations thereunder. In the case of a
distribution made for a reason other than severance from employment, death or Disability, this
provision (a) shall be applied by substituting “five (5) year period” for “one (1) year period”.



     (b) If the Employer maintains one or more Defined Contribution Plans (including any Simplified
Employee Pension Plan) and the Employer maintains or has maintained one or more Defined Benefit
Plans which during the five (5) year period ending on the Determination Date(s) has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group, as
appropriate, is a fraction, the numerator of which is the sum of account balances under the
aggregated Defined Contribution Plan or Plans for all Key Employees, determined in accordance with
(a) above, and the Present Value of accrued benefits under the aggregated Defined Benefit Plan or
Plans for all Key Employees as of the Determination Date(s), and the denominator of which is the
sum of the account balances under the aggregated Defined Contribution Plan or Plans for all
Participants, determined in accordance with (a) above, and the Present Value of accrued benefits
under the Defined Benefit Plan or Plans for all



21









 




Participants as of the Determination Date(s), all determined in accordance with Code Section 416
and the Regulations thereunder. The accrued benefits under a Defined Benefit Plan in both the
numerator and denominator of the Top-Heavy Ratio are increased for any distribution of an accrued
benefit made in the one (1) year period ending on the Determination Date (five (5) year period
ending on the Determination Date in the case of a distribution made for a reason other than
severance from employment, death, or Disability).




     (c) For purposes of (a) and (b) above, the value of account balances and the Present Value of
accrued benefits will be determined as of the most recent Valuation Date that falls within or ends
with the twelve (12) month period ending on the Determination Date, except as provided in Code
Section 416 and the Regulations thereunder for the first and second Plan Years of a Defined Benefit
Plan. The account balances and accrued benefits of a Participant who is not a Key Employee but who
was a Key Employee in a prior year, or who has not been credited with at least one (1) Hour of
Service with any Employer maintaining the Plan at any time during the one (1) year period ending on
the Determination Date will be disregarded. The calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers, and transfers are taken into account will be made in accordance
with Code Section 416 and the Regulations thereunder. Qualified Voluntary Employee Contributions
will not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating
plans, the value of account balances and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year. The accrued benefit of a Participant
other than a Key Employee shall be determined under the method, if any, that uniformly applies for
accrual purposes under all Defined Benefit Plans maintained by the Employer, or if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under
the fractional rule of Code Section 411(b)(1)(C).



1.102 Top-Paid Group



The group consisting of the top 20% of Employees when ranked on the basis of Compensation paid
during such year. For purposes of determining the number of Employees in the group (but not who is
in it), Employees identified in (a) through (d) may be excluded and Employees identified in (e)
through (f) shall be excluded:




     (a) Employees who have not completed six (6) months of Service by the end of the year;



     (b) Employees who normally work less than seventeen and one-half (171/2)
hours per week by the
end of the year;



     (c) Employees who normally work not more than six (6) months during any year;



     (d) Employees who have not attained age twenty-one (21) by the end of the year;



     (e) Employees included in a collective bargaining unit, covered by an agreement between
Employee representatives and the Employer, where retirement benefits were the subject of good faith
bargaining, if they constitute at least 90% of the Employer’s work force and the Plan covers only
non-union Employees; and



     (f) Employees who are nonresident aliens and who receive no Earned Income which constitutes
income from sources within the United States.



1.103 Transfer Contribution



A non-taxable transfer of a Participant’s benefit directly from a Qualified Plan to this Plan.
This type of transfer does not constitute constructive receipt of plan assets.




1.104 Trust



The trust established in conjunction with the Plan, together with any and all amendments thereto
which holds assets of the Plan held by or in the name of the Trustee or Custodian.




1.105 Trustee



An individual, individuals or corporation and any of its affiliates or any successor or assigns
named in the Adoption Agreement or any duly appointed successor or assigns as provided for in
paragraph 13.19.




1.106 Uniformed Services Employment And Reemployment Rights Act Of 1994 (USERRA)



The Uniformed Services Employment and Reemployment Rights Act of 1994, as amended. Notwithstanding
any provision of the Plan to the contrary, contributions, benefits, Plan loan repayment,
suspensions and service credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).




1.107 Valuation Date



The last day of the Plan Year and such other date(s) as specified in the Adoption Agreement on
which the fair market value of Plan assets is determined. The Trustee and/or Custodian may also
value all or any portion of the assets of the Trust on such other Valuation Dates as directed by
the Plan Administrator, including but not limited to semi-annually, quarterly, monthly, or daily
Valuation Dates.






22









 








1.108 Vested Account Balance



The aggregate value of the Participant’s Vested Account Balances derived from Employer and Employee
contributions (including Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant’s life. The provisions of Article IX shall apply
to a Participant who is vested in amounts attributable to Employer contributions, Employee
contributions (or both) at the time of death or distribution.




1.109 Voluntary After-tax Contribution



Any contribution (other than Roth Elective Deferrals) made to the Plan or any other Defined
Contribution Plan by or on behalf of a Participant that is included in the Participant’s gross
income in the year in which made and that is maintained under a separate account to which earnings
and losses are allocated.




1.110 Welfare Benefit Fund



Any fund that is part of a plan of the Employer, or has the effect of a plan, through which the
Employer provides welfare benefits to Employees or their Beneficiaries. For these purposes,
Welfare Benefit means any benefit other than those with respect to which Code Section 83(h)
(relating to transfers of property in connection with the performance of services), Code Section
404 (relating to deductions for contributions to an Employees’ trust or annuity and Compensation
under a deferred payment plan), Code Section 404A (relating to certain foreign deferred
compensation plans) apply. A “Fund” for purposes of this paragraph, is any social club, voluntary
employee benefit association, supplemental unemployment benefit trust or qualified group legal
service organization described in Code Section 501(c)(7), (9), (17) or (20); any trust,
corporation, or other organization not exempt from income tax, or to the extent provided in
regulations, any account held for an Employer by any person.




1.111 Year Of Service




     (a) If elected in the Adoption Agreement, the hours counting method will be used in
determining either an Employee’s initial or continuing eligibility to participate in the Plan, or
the nonforfeitable interest in the Participant’s account balance derived from Employer
contributions. A Year of Service is a twelve (12) consecutive month period in which an Employee
has completed 1,000 Hours of Service (or such lower number as is specified in the Adoption
Agreement).



          (1) The eligibility computation period begins on the date the Employee first performs an Hour
of Service (employment commencement date) and is a twelve (12) consecutive month period during
which the Employee has completed the number of Hours of Service (not to exceed 1,000) as elected in
the Adoption Agreement.



          (2) The vesting computation period is a twelve (12) consecutive month period as elected by the
Employer in the Adoption Agreement during which the Employee completed the number of Hours of
Service [not to exceed 1,000] as elected in the Adoption Agreement. If no election is made, the
Plan Year shall be used provided that in the event the Plan Year is changed, the “vesting
computation period” shall be the twelve (12) consecutive month period determined in accordance with
Department of Labor Regulation Section 2530.203-2(c), the provisions of which are incorporated
herein by reference.



     (b) Alternatively, if elected in the Adoption Agreement, the Elapsed Time method will be used
in determining an Employee’s initial or continuing eligibility to participate in the Plan, accrual
of benefits or the nonforfeitable interest in the Participant’s account balance derived from
Employer contributions. An Employee will receive credit for the aggregate of all time period(s)
commencing with the Employee’s first day of employment or reemployment and ending on the date a
Period of Severance begins. The first day of employment or reemployment is the first day the
Employee performs an Hour of Service for the Employer. An Employee will also receive credit for
any Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year
will be expressed in terms of days. Years of Service will be determined in accordance with
paragraph 1.90.



          (1) A Break in Service under the Elapsed Time method as defined in paragraph 1.66 is a Period
of Severance of at least twelve (12) consecutive months. A Period of Severance is a continuous
period of time during which the Employee is not employed by the Employer. The continuous period
begins on the date the Employee retires, quits, is discharged or if earlier, the first twelve (12)
month anniversary of the date on which the Employee is first absent from Service.



          (2) In the case of an individual who is absent from work for maternity or paternity reasons,
the twelve (12) consecutive month period beginning on the first anniversary of the first date of
such absence from work for maternity or paternity reasons (i) by reason of the pregnancy of the
individual, (ii) by reason of the birth of the child of the individual, (iii) by reason of the
placement of a child with the individual in connection with the adoption of such child by such
individual, or (iv) for purposes of caring for such child for a period beginning immediately
following such birth or placement.



     (c) Each Employee will share in Employer contributions for the period beginning on the date
the Employee commences participation under the Plan and ending on the date on which such Employee
terminates employment with the Employer or is no longer a member of an eligible class of Employees.



23









 





     (d) If two (2) Years of Service are required as a condition of eligibility, a Participant will
only have completed two (2) Years of Service for eligibility purposes upon the actual completion of
two (2) consecutive Years of Service.



     (e) The Employer may elect in the Adoption Agreement for purposes of determining a
Participant’s vested interest to disregard Years of Service prior to the time the Employer or any
affiliate maintained the Plan or any predecessor plan, and/or an Employee’s attainment of a certain
age, not to exceed age eighteen (18).



     (f) An Employee’s Years of Service under this Plan may be determined using the hours counting
method or the Elapsed Time method or both. Unless otherwise elected in the Adoption Agreement,
Years of Service shall be determined using the hours counting method on the basis of actual hours
worked.



     (g) If the Plan determines Service for a given purpose on one basis and an Employee transfers
to Employment covered by this Plan from employment covered by another Qualified Plan which
determines Service for such purpose on the other basis, and if the Employee’s Service for the
period during which he was covered by such other plan is required to be taken into consideration
under this Plan for that purpose, then the following rules shall apply:



          (1) If such Service was determined under the other plan using the hours counting method, then
the period so taken into consideration through the close of the computation period in which such
transfer occurs shall be the number of Years of Service credited to the Employee for such purpose
under such other plan as of the start of such computation period, and for the computation period in
which such transfer occurs, the greater of (A) his Service for such period as of the date of
transfer determined under the rules of such other plan, or (B) his Service for such period
determined under the Elapsed Time rules of this Plan. Service after the close of that computation
period shall be determined for such purpose solely under the Elapsed Time rules of this Plan.



          (2) If such Service was determined under the other plan using the Elapsed Time method, then
the period taken into consideration shall be (i) the number of one-year periods of Service credited
to the Employee under such other plan as of the date of the transfer, and (ii) for the computation
period which includes the date of transfer, the Hours of Service equivalent to any fractional part
of a Year of Service credited to him under such other plan. In determining such equivalency, the
Employee shall be credited with one-hundred-ninety (190) Hours of Service for each month or
fraction thereof.


If this Plan is an amendment and continuation of another Qualified Plan or if this Plan is amended
and an effect of the amendment is to change the basis on which Years of Service are determined, the
foregoing rules shall be applied as if each Employee had transferred employment on the effective
date of such amendment.



If no election is made on the Adoption Agreement, the Plan will define a Year of Service as a
twelve (12) consecutive month period in which an individual has completed 1,000 Hours of Service
under the hours counting method.






24









 








ARTICLE II

ELIGIBILITY REQUIREMENTS




2.1 Eligibility



Employees who meet the eligibility requirements in the Adoption Agreement on the Effective Date of
the Plan shall become Participants as of the Effective Date of the Plan. If elected in the Adoption
Agreement, all Employees employed on the Effective Date of the Plan may participate, even if they
have not satisfied the Plan’s specified eligibility requirements. Employees hired after the
Effective Date of the Plan, upon meeting the eligibility requirements, shall become Participants on
the applicable Entry Date. For amended and restated Plans, Employees who were Participants in the
Plan prior to the Effective Date will continue to participate in the Plan, regardless of whether
the Employee satisfies the eligibility requirements in the restated or amended Plan, unless
otherwise elected in the Adoption Agreement. If no age and Service requirement are elected in the
Adoption Agreement, an Employee will become a Participant on the date the individual first performs
an Hour of Service for the Employer. The Employee must satisfy the eligibility requirements
specified in the Adoption Agreement and be employed on the Entry Date to become a Participant in
the Plan.




     (a) In the event that an Employee has satisfied the eligibility requirements, but is not
employed on the applicable Entry Date, such Employee will become a Participant for the purpose(s)
for which an Employee had previously qualified upon his or her rehire.



     (b) Except as otherwise provided in the Adoption Agreement, all Years of Service will be
counted for purposes of determining whether an Employee has satisfied the Plan’s Service
eligibility requirement, if any. If a Participant has a Break in Service or Period of Severance,
Service before that Break in Service or Period of Severance shall be reinstated as of the date the
Employee is credited with an Hour of Service after incurring such Break in Service or Period of
Severance.



     (c) In the event an Employee who is not a member of an eligible class of Employees becomes a
member of an eligible class, such Employee shall participate immediately if such Employee has
satisfied the minimum age and Service requirements and would have previously become a Participant
had he or she been in an eligible class.



     (d) A former Participant shall be eligible to authorize Elective Deferrals or Roth Elective
Deferrals and may make other Employee Contributions as permitted under the Plan as of the date on
which the individual is rehired. Such contributions shall resume immediately (or as soon as
administratively feasible) on or after his or her date of rehire. A former Employee who had become
a Participant for the purpose of Employer contributions shall again become a Participant with
respect to Employer Contributions on the date on which the individual is rehired.



     (e) An Employee who has become a Participant under the Plan will remain a Participant for as
long as an account is maintained under the Plan for his or her benefit, or until his or her death,
if earlier.



     (f) Each Employee will share in Employer contributions for the period beginning on the date
the Employee commences participation under the Plan and ending on the date on which such Employee
terminates employment with the Employer or is no longer a member of an eligible class of Employees.



     (g) An Employee’s eligibility to make Elective Deferrals or Roth Elective Deferrals under a
cash or deferred arrangement may not be conditioned upon the completion of more than one (1) Year
of Service or the attainment of an age greater than twenty-one (21). An Employee’s eligibility to
receive Matching Contributions, Qualified Matching Contributions, or Qualified Non-Elective
Contributions may be conditioned upon the completion of up to two (2) Years of Service. No
contributions or benefits (other than Matching Contributions or Qualified Matching Contributions)
may be conditioned upon an Employee’s Elective Deferrals or Roth Elective Deferrals.



2.2 Determination Of Eligibility



The Plan Administrator shall determine the eligibility of each Employee for participation in the
Plan based upon information provided by the Employer. Such determination shall be conclusive and
binding on all Employees except as otherwise provided herein or by operation of law.




2.3 Change In Classification Of Employment



In the event a Participant becomes ineligible to participate because he or she is no longer a
member of an eligible class of Employees (as elected by the Employer in the Adoption Agreement),
Elective Deferrals, Roth Elective Deferrals and/or other Employee contributions will cease as soon
as administratively practicable after the Participant becomes ineligible. Such Participant shall
participate for the purpose(s) for which the Participant had previously qualified immediately (or
as soon as administratively feasible) upon his or her return to an eligible class of Employees.






25









 








2.4 Participation



A Year of Service for participation in the Plan is an eligibility computation period during which
an Employee completes the Hours of Service requirement (1,000 hours or less) elected by the
Employer in the Adoption Agreement. If the Plan utilizes the Elapsed Time method of crediting
Service, an eligibility computation period for which the Employee receives credit for a Year of
Service will be determined under the Service crediting rules of paragraph 1.90. Plans that require
Employees to complete more than one (1) Year of Service in order to become a Participant must fully
vest such Employee upon becoming a Participant in the Plan.



The initial eligibility computation period shall be the twelve (12) consecutive month period
beginning on the Employee’s employment commencement date (the first day an Employee completes an
Hour of Service for the Employer). The Plan will measure succeeding eligibility computation
periods based on the Plan Year, unless otherwise elected in the Adoption Agreement. Where the
subsequent computation periods are calculated on the basis of the Plan Year, an Employee who
receives credit for the required number of Hours of Service during the initial computation period
and then earns an additional Year of Service credit during the Plan Year commencing during the
subsequent twelve (12) month period will be credited with two (2) Years of Service for purposes of
eligibility to participate. Years of Service and Breaks in Service shall be measured on the same
eligibility computation period. Notwithstanding the above, if the Plan requires more than one Year
of Service to become a Participant, succeeding computation periods will be measured based on
anniversaries of the Employee’s employment commencement date.



An Employer may specify in the Adoption Agreement a Service requirement for eligibility for
participation in the Plan after completion of a specified number of months or Hours of Service.
Any Service requirement based on months of Service may not require an Employee to complete more
than one (1) Year of Service (1,000 Hours of Service) in a twelve (12) consecutive month period, or
if applicable, two (2) Years of Service.




2.5 Employment Rights



Participation in the Plan shall not confer upon a Participant any employment rights, nor shall it
interfere with the Employer’s right to terminate the employment of any Employee at any time.




2.6 Service With Controlled Groups



All Years of Service with other members of a controlled group of corporations [as defined in Code
Section 414(b)], trades or businesses under common control [as defined in Code Section 414(c)], or
members of an affiliated service group [as defined in Code Section 414(m)] and any other entity
required to be aggregated with the Employer pursuant to Code Section 414(o) shall be credited for
purposes of determining an Employee’s eligibility to participate.




2.7 Leased Employees



A Leased Employee shall not be considered an Employee of the recipient Employer for purposes of
participation in the Plan unless otherwise elected in the Adoption Agreement. Contributions or
benefits provided by the leasing organization that are attributable to services performed for the
recipient Employer shall be treated as provided by the recipient Employer.



A Leased Employee shall not be considered an Employee of the recipient if such Employee is covered
by a money purchase pension plan sponsored by the leasing organization providing:




     (a) a non-integrated Employer contribution rate of at least 10% of Compensation [as defined in
Code Section 415(c)(3)], but including amounts contributed pursuant to a salary reduction agreement
which are excludable from the Employee’s gross income under Code Sections 125, 132(f)(4),
402(e)(3), 402(h)(1)(B), or 403(b),



     (b) immediate participation, and



     (c) full and immediate vesting.


This exclusion is only available if Leased Employees do not constitute more than 20% of the
recipient’s Non-Highly Compensated work force. The Plan Administrator must apply this paragraph
consistent with Code Sections 414(n) and 414(o) and the Regulations issued thereunder. The
Employer must specify in an addendum to the Adoption Agreement the manner in which the Plan will
determine the allocation of Employer contributions and Participant forfeitures on behalf of a
Participant if the Participant is a Leased Employee covered by a plan maintained by the leasing
organization.




2.8 Thrift Plan



The Employer may make an election in the Adoption Agreement to require Employee after-tax
contributions (Required After-tax Contributions) as a condition of participation in the Plan. The
Employer shall notify each eligible Employee of his or her eligibility for participation prior to
the appropriate Entry Date. The Employee shall indicate his or her intention to join the Plan by
authorizing the Employer to withhold a percentage of his or her Compensation as provided in the
Plan. Such authorization shall be returned to the Employer within the time prescribed. The
Employee may decline participation by so indicating in accordance with the procedures prescribed by
the Employer. If the





26









 







Employee declines to participate, such Employee shall be given the opportunity to join the Plan on
any subsequent Entry Date.




2.9 Waiver Of Participation



Effective with the initial adoption or upon the amendment or restatement of this Plan, otherwise
eligible Employees may not execute a waiver of participation. Any properly executed waivers of
participation executed prior to the adoption of the Plan shall be grandfathered and such waiver
shall be valid in full force and effect.



An Employee or Participant will continue to earn credit for each Year of Service for eligibility or
vesting purposes he or she completes and his or her account (if any) will share in the gains or
losses of the Plan during the periods he or she elects not to participate.




2.10 Omission Of Eligible Employee



If, in any Plan Year, an Employee who should be included as a Participant in the Plan is
erroneously omitted and discovery of such omission is not made until after a contribution by his or
her Employer for the Plan Year has been made, the Employer shall make any such correction regarding
the Employee’s eligibility under one of the IRS approved correction programs.




2.11 Inclusion Of Ineligible Employee



If, in any Plan Year, any person who should not have been included as a Participant in the Plan is
erroneously included, the Employer shall make any such correction regarding the Employee’s
eligibility under one of the IRS approved correction programs.




2.12 Participating Employer



The term Participating Employer means any entity which is part of a controlled group or affiliated
service group, as those terms are defined in Code Sections 414(b), (c) and (m),or is otherwise
required to be aggregated under Code Section 414(o) that adopts this Plan with the consent of the
Employer. An Employee’s transfer to or from any Employer or Participating Employer will not affect
his or her Participant’s Account Balance, total Years of Service (Periods of Service) and total
Years of Service as a Participant (Periods of Service as a Participant). A Participating Employer
shall be subject to the following provisions:




     (a) Whenever a right or obligation is imposed upon the Employer by the terms of the Plan, the
same shall extend to the Participating Employer as the “Employer” under the Plan and shall be
separate and distinct from that imposed upon the Employer. It is the intention of the parties that
the Participating Employer shall be a party to the Plan and treated in all respects as the Employer
thereunder, with its employees to be considered as the Employees or Participants as the case may
be, thereunder. However, the participation of the Participating Employer in the Plan shall in no
way diminish, augment, modify or in any way affect the rights and duties of the Employer, its
Employees and Participants under the Plan.



     (b) The Trustee(s) and/or Custodian(s) agree to receive and allocate contributions made to the
Plan by the Employer and by the Participating Employer, as well as to do and perform all acts that
are necessary to keep records and accounts of all funds held for Participants who are employees.



     (c) The Participating Employer shall be construed as having adopted the Plan in every respect
as if said Plan had this date been executed between the Participating Employer and the Trustee
and/or Custodian, except as otherwise expressly provided herein or in any amendment that may
subsequently be adopted hereto.



     (d) All actions required by the Plan to be taken by the Employer shall be effective with
respect to the Participating Employer. The Participating Employer hereby irrevocably designates the
Employer as its agent for such purposes.



     (e) Contributions made by any such Participating Employer will be held in a common Trust Fund
with contributions made by the Employer, and contributions shall be available to pay the benefits
of a Participant or Beneficiary who is an Employee of the Plan Sponsor or any such Participating
Employer.



27









 





ARTICLE III

EMPLOYER CONTRIBUTIONS




3.1 Contribution Amount



The Employer shall make periodic contributions to the Plan in accordance with the contribution
formula or formulas elected in the Adoption Agreement.



The Employer’s contribution (if any) may consist of (1) cash; (2) qualifying Employer securities or
qualifying Employer real property as defined in Section 407(d) of ERISA, provided the acquisition
of such qualifying Employer securities or qualifying real property securities satisfies the
requirements of Section 408(e) of ERISA; or (3) any other unencumbered property that is permitted
under Code Section 4975 and is subject to the consent of the Trustee and/or the Custodian made to
the Plan on a discretionary basis. No contribution of property may be made to any Plan established
hereunder which would result in a prohibited transaction.



The Employer shall also make Matching Contributions, any required Top-Heavy minimum contributions
and any other required Employer contribution for the benefit of Participants who are covered by
USERRA. Employer Matching Contributions under USERRA shall be made in the Plan Year for which the
Participant exercises his or her right to make-up Elective Deferrals, Roth Elective Deferrals
and/or other Employee contributions for prior years. Top-Heavy minimum contributions and other
Employer contributions for USERRA protected Service shall be made during the Plan Year in which the
individual returns to employment with the Employer. Employer contributions required under USERRA
are not increased or decreased with respect to Plan investment earnings for the period to which
such contributions relate. The Employer’s contribution for any Plan Year shall be subject to the
limitations on allocations contained in Article X.



If the Employer’s Non-Elective Contribution utilizes permitted disparity the following rules shall
apply, as determined by the election made by the Employer in the Adoption Agreement. Only one plan
maintained by the Employer may provide for permitted disparity. Any Plan utilizing a Safe Harbor
formula may not apply the Safe Harbor Contribution to the integrated allocation formula.




     (a) Excess Integrated Allocation Formula — If the Plan is not Top-Heavy or if the Top-Heavy
minimum contribution or benefit is provided under another plan covering the same Employees,
paragraphs (1) and (2) below may be disregarded and 5.7%, 5.4% or 4.3% may be substituted for 2.7%,
2.4% or 1.3% where it appears in paragraph (3) below.



          (1) Step One: Contributions and Forfeitures will be allocated to each Participant’s account
in the ratio that each Participant’s total Compensation bears to all Participants’ total
Compensation but not in excess of 3% of each Participant’s Compensation.



          (2) Step Two: Any remaining Employer contributions will be allocated up to a maximum of 3% of
excess Compensation of all Participants to Participants who have Compensation in excess of the
Integration Level (excess Compensation) as defined in the Adoption Agreement. Each such
Participant will receive an allocation in the ratio that his or her excess Compensation bears to
the excess Compensation of all Participants. If Employer contributions are insufficient to fund
to this level, the Employer must determine the uniform allocation percentage to allocate to those
Participants who have Compensation in excess of the Integration Level. To determine this uniform
allocation percentage, the Employer must take the remaining contribution and divide that amount by
the total excess Compensation of Participants.



          (3) Step Three: Any remaining Employer contributions will be allocated to all Participants in
the ratio that their Compensation plus excess Compensation bears to the total Compensation plus
excess Compensation of all Participants. Participants may only receive an allocation of up to 2.7%
of their Compensation plus Excess Compensation, under this allocation step. If the Integration
Level defined in the Adoption Agreement is less than or equal to the greater of $10,000 or 20%
of the maximum, the 2.7% need not be reduced. If the amount specified is greater than the greater
of $10,000 or 20% of the Taxable Wage Base, but not more than 80%, 2.7% must be reduced to 1.3%.
If the amount specified is greater than 80% but less than 100% of the maximum Taxable Wage Base,
the 2.7% must be reduced to 2.4%. If Employer contributions are insufficient to fund to this
level, the Employer must determined the uniform allocation percentage to allocate to those
Participants who have Compensation up to the Integration Level and Excess Compensation. To
determine this uniform allocation percentage, the Employer must take the remaining contributions
and divide that amount by the total Compensation including Excess Compensation of Participants.



          (4) Step Four: Any remaining Employer contributions will be allocated to all Participants in
the ratio that each Participant’s Compensation bears to all Participants’ Compensation.



     (b) Base Integrated Allocation Formula — To the extent that such contributions are
sufficient, they shall be allocated first, as a designated percentage of each eligible
Participant’s Compensation, plus a designated percentage of Compensation in excess of the
Integration Level (as defined in the Adoption Agreement). The



28









 




percentage of excess Compensation may not exceed the lesser of (i) the amount first specified
in this paragraph or (ii) the greater of 5.7% or the percentage rate of tax under Code Section
3111(a) as in effect on the first day of the Plan Year attributable to the Old Age (OA) portion of
the OASDI provisions of the Social Security Act. If the Employer specifies an Integration Level in
the Adoption Agreement which is lower than the Taxable Wage Base (for Social Security purposes
(SSTWB) in effect as of the first day of the Plan Year, the percentage contributed with respect to
excess Compensation must be adjusted. If the Plan’s Integration Level is greater than the larger
of $10,000 or 20% of the SSTWB but not more than 80% of the TWB, the excess percentage is 4.3%. If
the Plan’s Integration Level is greater than 80% of the TWB but less than 100% of the TWB, the
excess percentage is 5.4%.




3.2 Responsibility For Contributions



The Trustee (or the Custodian, if this is a Custodial Plan) shall not be required to determine if
the Employer has made a contribution or if the amount contributed from its general assets is in
accordance with the Code and the provisions elected in the Adoption Agreement. The Employer shall
have sole responsibility in this regard. The Trustee, or Custodian if this is a Custodial Plan,
shall be accountable solely for contributions actually received. The Employer shall have the
responsibility to determine whether the Contribution is within the limits of Article X.




3.3 Return Of Contributions
Contributions made to the Plan by the Employer shall be irrevocable except as provided below:




     (a) Any contribution forwarded to the Trustee and/or Custodian due to a mistake of fact,
provided that the contribution is returned to the Employer within one (1) year of the date of the
contribution. The Trustee and/or Custodian will not increase the amount of the Employer
contribution returnable under this paragraph 3.3 for any earnings attributable to the contribution
but the Trustee and/or Custodian will reduce the amount returned to the Employer for any losses
incurred attributable to the excess contribution.



     (b) In the event that the Commissioner of Internal Revenue determines that the Plan is not
initially qualified under the Internal Revenue Code, any contribution dependent on the initial
qualification by the Employer must be returned to the Employer within one (1) year after the date
the initial qualification is denied, but only if the application for the qualification is made by
the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan
is adopted, or such later date as the Secretary of the Treasury may prescribe.



     (c) Contributions forwarded to the Trustee or Custodian are presumed to be deductible and are
conditioned on their deductibility. Contributions that are determined by the Internal Revenue
Service to not be deductible will be returned to the Employer within one (1) year after the
disallowance and reduced by any losses.



3.4 Merger Of Assets From Another Plan




     (a) The Employer may in its sole discretion direct the Trustee or Custodian to accept assets
from another Defined Contribution Plan, or to transfer assets to another Defined Contribution Plan,
provided that such transfer satisfies the requirements of Code Section 414(l) and the Regulations
thereunder. The Employer, Plan Administrator, Trustee or Custodian shall have the right to refuse
to accept or transfer assets for any reason, provided that nothing in this paragraph 3.4 shall give
the Trustee or Custodian the right to refuse to make a direct transfer of an Eligible Rollover
Distribution if requested to do so by a Participant in accordance with paragraph 6.12.



     (b) When the transferor plan is a money purchase pension plan and the transferee plan (the
Plan established under this document), is not a money purchase pension plan as set forth in Code
Section 401(a)(11)(B)(iii)(III), the Qualified Joint and Survivor Annuity option may not be
eliminated at least with respect to the benefits which are transferred.


When the transferor plan is a profit-sharing, stock bonus or cash or deferred arrangement [401(k)
plan] which included the Qualified Joint and Survivor Annuity provisions but was not required to do
so, upon the transfer of those assets, the transferee plan may be amended to entirely eliminate the
annuity option.




3.5 Coverage Requirements



For purposes of coverage testing, a Participant is treated as benefiting under the Plan for any
Plan Year during which the Participant received or is deemed to receive an allocation in accordance
with Regulation Section 1.410(b)-3(a). If during the Plan Year, the number of Participants who are
eligible to share in any contribution for a Plan Year is such that the Plan would fail to meet the
requirements of Regulation Section 410(b)(1) or 410(b)(2)(A)(i), then the group of Participants
eligible to share in the contribution for the Plan Year will be increased to include such minimum
number of Participants who did not meet the hours requirement, as may be necessary to satisfy the
applicable tests under the Code Sections referenced above. The Participants who will become
eligible to share in the contribution will be those active Participants when compared to
Participants who are similarly situated, are those who have completed the greatest number of Hours
of Service in the Plan Year. If after such allocation, the coverage requirements of the Code are
still not satisfied, allocation shall continue to be made to Participants with decreasing Hours of
Service until the coverage requirements of the ratio percentage test of Code Section 410(b)(1)(A)
are satisfied.






29









 







If after the application of the correction procedure in the preceding paragraph the coverage
requirements are still not satisfied, the Employer may apply the same correction procedure first
to those Participants who are not employed by the Employer on the last day of the Plan Year and did
not meet the hours requirements and then an otherwise excludable class of Employees until the
coverage requirements of the ratio percentage test of Code Section 410(b)(1)(A) are satisfied.



The preceding paragraph will not be construed to permit the reduction of any Participant’s account
balance, and any amounts which were allocated to Participants whose eligibility to share in the
contribution did not result from the application of the preceding paragraph will not be reallocated
to satisfy such requirements. Instead, the Employer shall make an additional contribution equal to
the amount which the affected Participants would have received had they been included initially in
the allocation of the Employer’s contribution, even if it would cause the contributions of the
Employer for the applicable Plan Year to exceed the amount which is deductible by the Employer for
such Plan Year under Code Section 404. Any adjustments pursuant to this paragraph will be
considered a retroactive amendment of the Plan that was adopted by the last day of the Plan Year.



Specifically excluded from the Code Section 410(b) coverage tests are those Employees who are
excluded from participation in the Plan for the entire Plan Year which includes those Employees
whose retirement benefits are subject to a collective bargaining agreement, nonresident aliens,
those Employees excluded from Plan participation by age and Service requirements imposed by the
Plan and those Employees who incur a Separation from Service during the applicable Plan Year and
for the Plan Year fail to complete more than five hundred (500) Hours of Service or three (3)
consecutive calendar months under the Elapsed Time method.



After the end of the Plan Year, the correction method for any coverage failure must be done in
accordance with the requirements of the Employee Plans Compliance Resolution System (EPCRS) program
for which they are eligible. EPCRS is currently described in Revenue Procedure 2008-50.




3.6 Eligibility For Contribution



The Employer will determine in the Adoption Agreement the conditions that Participants must meet in
order to receive an allocation of an Employer contribution and any forfeitures, subject to the
following:




     (a) The Employer will elect in the Adoption Agreement whether any Employer contribution shall
be allocated to any Participant who does not complete the necessary Hours of Service, requisite
number of days, or consecutive calendar months requirement elected in the Adoption Agreement,
subject to the Top-Heavy minimum contribution requirements, if applicable.



          The Employer will elect in the Adoption Agreement whether a Participant will receive an
allocation of the Employer’s contribution if not employed on the last day of the Plan Year, or if
applicable, the end of the Plan Year quarter.



     (b) The Employer may elect in the Adoption Agreement any other conditions a Participant must
meet to receive an allocation of a contribution under the Plan established hereunder.



     (c) The Adoption Agreement that accompanies this Basic Plan Document has been generally
designed to satisfy Code Section 401(a)(4) as a designed-based safe harbor. Designed-based safe
harbor contribution formulas include those that provide a uniform allocation as either a percentage
of Compensation or a dollar amount. Non-designed-based safe harbor contribution formulas include a
uniform points and age-based allocation formulas.



3.7 Cross-Tested Allocation Formula



Unless otherwise elected in the Adoption Agreement, when a cross-testing formula has been elected,
Employer contributions for a Plan Year will be allocated to each Employee of the Employer who has
met the allocation accrual requirements as specified in the Adoption Agreement. The general
nondiscrimination test under Regulations Section 1.401(a)(4)-2(c)(1) must be satisfied using
equivalent accrual rates [within the meaning of Regulations Section 1.401(a)(4)-8(b)(2)] that are
substituted for each Employee’s allocation rate in the determination of rate groups. The
allocation rate for any Employee is equal to the sum of Employer Non-Elective Contributions and any
forfeitures allocated to the Employee’s account, divided by the Employee’s Compensation as defined
in paragraph 1.15. When calculating equivalent accrual rates for purposes of nondiscrimination
testing, a standard interest rate and standard mortality table [within the meaning of the
definitions in Regulations Section 1.401(a)(4)-12] must be used.



As elected by the Employer in the Adoption Agreement, the Employer will determine the total amount
of contributions for each Plan Year and either (1) allocate such total amount to participant groups
(the “Participant Group Allocation Method”) or (2) allocate such total amount using age weighted
allocation rates (the “Age Weighted Allocation Method”). Employer contributions will be allocated
to each eligible Participant.




     (a) Participant Group Allocation Method — If the Employer has elected the Participant Group
Allocation method in the Adoption Agreement, each eligible Participant of the Employer will
constitute a “separate allocation group” for purposes of allocating contributions. Only a limited
number of allocation rates are permitted, and



30









 




the number of allocation rates cannot be greater than the maximum allowable number of allocation
rates. The maximum allowable number of allocation rates is equal to the sum of the allowable
number of allocation rates for eligible Non-Highly Compensated Employees (eligible NHCEs) and the
allowable number of allocation rates for eligible Highly Compensated Employees (eligible HCEs).
The allowable number of allocation rates for eligible HCEs is equal to the number of eligible HCEs,
limited to twenty-five (25). The allowable number of allocation rates for eligible NHCEs depends
on the number of eligible NHCEs, limited to twenty-five (25). The allocation will be made as
follows:




          (1) First, the total amount of contributions is allocated among the deemed aggregated
allocation groups in portions determined by the Employer. A deemed aggregated allocation group
consists of all of the separate allocation groups that have the same allocation rate. Second,
within each deemed aggregated allocation group, the allocated portion is allocated to each
Participant in the ratio that such Participant’s Compensation as defined in paragraph 1.15, bears
to the total Compensation of all Participants in the group. An allocation rate is the amount of
contributions allocated to a Participant for a Plan Year expressed as a percentage of Compensation,
as defined in paragraph 1.15. The number of eligible NHCEs to which a particular allocation rate
applies must reflect a reasonable classification of Participants, and no Participant can be
assigned to more than one (1) deemed aggregated allocation group for a Plan Year.



          (2) For Plans with only one (1) or two (2) eligible NHCEs, the allowable number of NHCE
allocation rates is one (1). For Plans with three (3) to eight (8) eligible NHCEs, the allowable
number of NHCE allocation rates cannot exceed two (2). For Plans with nine (9) to eleven (11)
eligible NHCEs, the allowable number of NHCE allocation rates cannot exceed three (3). For Plans
with twelve (12) to nineteen (19) eligible NHCEs, the allowable number of NHCE allocation rates
cannot exceed four (4). For Plans with twenty (20) to twenty-nine (29) eligible NHCEs, the
allowable number of NHCE allocation rates cannot exceed five (5). For Plans with thirty (30) or
more eligible NHCEs, the allowable number of NHCE allocation rates cannot exceed the number of
eligible NHCEs divided by five (5) (rounded down to the next whole number if the result of dividing
is not a whole number), but shall not exceed twenty-five (25).



     (b) Age Weighted Allocation Method — If the Age Weighted Allocation Method is selected in the
Adoption Agreement, the total Employer contribution will be allocated to each eligible Participant
such that the equivalent benefit accrual rate for each Participant is identical. The equivalent
benefit accrual rate is the annual annuity commencing at the Participant’s testing age, expressed
as a percentage of the Participant’s Compensation as defined in paragraph 1.15 which is provided
from the allocation of Employer contributions and forfeitures for the Plan Year, using standardized
actuarial assumptions that satisfy 1.401(a)(4)-12 of the Income Tax Regulations. The Participant’s
testing age is the later of Normal Retirement Age, or the Participant’s current age.


The allocation methodology used in determining a Participant’s individual allocation must satisfy
one of the following three allocation rules:




     (c) Minimum Allocation Gateway — Each eligible Non-Highly Compensated Employee has an
allocation rate that is equal to the lesser of five percent (5%) of the Employee’s Compensation (as
defined in paragraph 1.15), or one-third of the allocation rate of the Highly Compensated Employee
with the highest allocation rate. The allocation rate for each group of Highly Compensated
Employees will be as stated in an addendum to the Adoption Agreement.



     (d) Broadly Available Allocation Rates — Each allocation rate will be currently available
[within the meaning of Regulations Section 1.401(a)(4)-4(b)(2)] to a group of Employees
that satisfies Code Section 410(b) without regard to the average benefit percentage test.
If two allocation rates are permissively aggregated under Regulations Section 1.401(a)(4)-4(d)(4),
they are aggregated and treated as a single allocation rate. The ability to disregard the age and
service conditions of Regulations Section 1.401(a)(4)-4(b)(2)(ii)(A) does not apply for
purposes of this paragraph. The allocation rate for each group of Employees will be as stated in
the addendum to either the new comparability cash or deferred profit sharing or new comparability
profit sharing Adoption Agreement(s) (whichever is applicable).



     (e) Gradually Increasing Age Or Service Schedule — Each allocation rate increases smoothly at
regular intervals within a series of bands based solely on age, based solely on Years of Service,
or based on the number of points representing the sum of age and Service (age and Service points),
as designated in the Adoption Agreement, such that the same allocation rate applies to all
Employees whose age, Years of Service, or age and Service points are within each band. If age-only
bands are used, all Participants younger than age twenty-five (25) are deemed to be in the first
band. If the age and Service point band is used, all Participants with a sum of age and Service
that is less than twenty-five (25) are deemed to be in the first band.


The specific categories of Participant should be such that resulting allocations are provided in a
definite predetermined formula that complies with Regulations Section 1.401-1(b)(1)(ii). The
number of allocation rates must not exceed the maximum allowable number of allocation rates.
Highly Compensated Employees may each be in separate allocation groups. Eligible Non-Highly
Compensated Employees must be grouped using allocation rates





31









 







specified in the Adoption Agreement, or as stated in an addendum to the new comparability cash or
deferred or new comparability profit sharing Adoption Agreement (whichever is applicable). The
grouping of eligible Non-Highly Compensated Employees must be done in a reasonable manner and
should reflect a reasonable classification in accordance with Regulations Section 1.410(b)(4)-4(b).
Standard interest rates and standard mortality table assumptions in accordance with Regulations
Section 1.401(a)(4)-12 must be used when testing the Plan for satisfaction of nondiscrimination
requirements. In the case of self-employed individuals (i.e., sole proprietorships or
partnerships), the requirements of Regulations Section 1.401(k)-1(a)(6) continue to apply, and the
allocation method should not be such that a cash or deferred election is created for a
self-employed individual as a result of application of the allocation method.



Standard interest rates and mortality table assumptions in accordance with Regulations Section
1.401(a)(4)-12 must be used when testing the Plan for satisfaction of the nondiscrimination
requirements. A table of age-weighted factors that comply with the previous sentence may also be
used.




3.8 Uniform Dollar Contribution



The Employer’s contribution to a Plan utilizing a uniform dollar allocation formula for a Plan Year
shall be the same dollar amount to each Participant regardless of Compensation, Years of Service,
age or any other variable set forth in the Adoption Agreement.




3.9 Uniform Points Contribution



The Employer’s contribution to a Plan utilizing a uniform points allocation formula for a Plan Year
shall be in the same ratio that each Participant’s points, as elected in the Adoption Agreement,
bears to the total points awarded to all Participants for the Plan Year.




3.10 403(b) Matching Contribution



If a tax-exempt Employer elects in the 401(k) Adoption Agreement to make a Matching Contribution
based on the Employee’s Elective Deferral or Roth Elective Deferral contributions under the Code
Section 403(b) Plan, the Employer shall make a Matching Contribution to the Matching Contribution
Account of those Participants who make Elective Deferrals or Roth Elective Deferrals (while an
Employee and a Participant in the Plan) and who are eligible under the Adoption Agreement to
receive the Matching Contribution. Any such Matching Contribution made to the Plan will be
allocated under the formula elected in the Adoption Agreement. In the event the rate of Matching
Contribution is determined to be discriminatory in favor of one or more Highly Compensated
Employees, that part of the Matching Contribution as is necessary to make such rate
nondiscriminatory shall be forfeited. Any such amount forfeited shall be disregarded under the
Plan’s provisions relating to Code Section 401(m)(2).




3.11 Nonqualified Deferred Compensation Plan Arrangement



In the event the Employer maintains a nonqualified deferred compensation plan as defined in Code
Section 409(A)(d)(1) which provides for Participant salary deferrals no later than two and one-half
(21/2) months after the end of the Plan Year, the Employer may transfer to the Plan established
hereunder an amount up to the current Code Section 402(g) limit as an Elective Deferral for the
Plan Year.



Any cash or deferred 401(k) plan established hereunder may operate in conjunction with a
nonqualified deferred compensation plan established by the Employer. Under the nonqualified
deferred compensation plan, an eligible Employee/Participant will make a salary deferral election
under the nonqualified deferred compensation plan and a corresponding salary deferral election
under the 401(k) plan established hereunder. The 401(k) Salary Deferral election will be made in
an amount up to the maximum amount subject to Code Section 402(g), which shall not cause the plan
to fail the ADP or ACP tests for the Plan Year. After the close of the Plan Year, the ADP and ACP
tests shall be performed, if necessary, to determine the permissible salary deferral and Matching
Contribution amounts. As soon as practicable after the close of the Plan Year (but in no event
more than two and one-half months), the nonqualified plan shall transfer to the 401(k) plan the
salary deferrals plus any corresponding Matching Contribution amounts. In no event shall the
transferred amounts representing salary deferrals exceed the Code Section 402(g) limit. Any
transferred amount representing the Matching Contribution also may not exceed the Code Section
402(g) limit. The application of the Code Section 402(g) limit to Matching Contributions may
require that a plan does not match a Participant’s salary deferrals at a rate greater than 100%.





32









 








ARTICLE IV

EMPLOYEE CONTRIBUTIONS




4.1 Voluntary After-tax Contributions



If elected by an Employer in the Adoption Agreement, a Participant may make Voluntary After-tax
Contributions to the Plan. These contributions are not excludable from the Participant’s gross
income. Such contributions must be made in a uniform and nondiscriminatory manner. Such
contributions are subject to the limitations on Annual Additions and are subject to ACP
nondiscrimination testing. Any Voluntary After-tax Contribution shall not be a condition precedent
to the contribution or allocation of any Employer contribution to the Participant. Under any Plan
established hereunder and if permitted in the Plan’s loan policy document, a Participant may repay
a defaulted loan from the Plan with voluntary after-tax dollars. The Employer will permit buy-back
of amounts previously forfeited with after-tax dollars even if Voluntary After-tax Contributions
are not permitted in the Plan. Any buy-back of amounts previously forfeited must be subject to
uniform and nondiscriminatory rules that do not operate in favor of Highly Compensated Employees.
Repayment of loans made to a Participant and buy-backs of cash-outs as described in Code Section
411(a)(7)(B) will not be considered Annual Additions as described in Regulations Section
1.415(c)-1(b). These amounts are not subject to the limitation contained in Code Section 401(m) in
the year in which made, as they are not considered Annual Additions pursuant to Code Section 415.
Changes to and reinstatement of Voluntary After-tax Contributions will be administered in the same
manner as Elective Deferrals, unless the Plan Administrator establishes a separate uniform
nondiscriminatory policy for the administration of changes to and reinstatement of such
contributions.




4.2 Required After-tax Contributions



If elected by the Employer in the Adoption Agreement, each Eligible Participant shall be required
to make Required After-tax Contributions to the Plan as a condition of participation in the Plan.
Such contributions shall be withheld from the Employee’s Compensation and shall be transmitted by
the Employer to the Trustee and/or Custodian. A Participant may discontinue participation or
change his or her contribution percentage in accordance with either an election on the Adoption
Agreement or uniform and nondiscriminatory rules established by the Employer. If a Participant
discontinues his or her contributions, such Participant may not again authorize such contributions
until a change is permitted in accordance with uniform and nondiscriminatory rules established by
the Employer. The Employer may reduce a Participant’s contribution percentage if required to
satisfy the ACP Test described in Article XI.




4.3 Qualified Voluntary Contributions



A Participant may no longer make Qualified Voluntary Contributions (if applicable) to the Plan for
taxable years beginning after December 31, 1986. Amounts already contributed may remain in the
Plan until distributed to the Participant. Such amounts will be maintained in a separate account
that will be nonforfeitable at all times. The account will share in the gains and losses of the
Trust in the same manner as described at paragraph 5.5. No part of the Qualified Voluntary
Contribution Plan account will be used to purchase life insurance. Subject to Article VIII, Joint
and Survivor Annuity Requirements (if applicable), the Participant may withdraw any part of the
Qualified Voluntary Contribution account by making written application to the Plan Administrator.




4.4 Rollover Contributions



Unless elected otherwise in the Adoption Agreement, a Participant/Employee may make a Rollover
Contribution to a Defined Contribution Plan established hereunder of all or any part of an amount
distributed or distributable to him or her from a Qualified Plan or an individual retirement
account (IRA) qualified under Code Section 408 or an annuity contract described in Code Section
403(b) or an eligible plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision of a
state, provided:




     (a) the amount distributed to the Participant/Employee is deposited to the Plan no later than
the sixtieth day after such distribution was received by the Participant/Employee,



     (b) the amount distributed is not one of a series of substantially equal periodic payments
made for the life (or life expectancy) of the Participant/Employee or the joint lives (or joint
life expectancies) of the Participant/Employee and the Participant’s/Employee’s Beneficiary, or for
a specified period of ten (10) years or more,



     (c) the amount distributed is not a required minimum distribution under Code Section
401(a)(9),



     (d) if the amount distributed included property, such property is rolled over only upon the
Trustee, Custodian and/or Employer’s approval, or if sold, the proceeds of such property may be
rolled over,



     (e) the amount distributed would otherwise be includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to Employer securities), and



     (f) unless otherwise elected in the Adoption Agreement, the amount rolled over does not
include any amounts contributed on an after-tax basis by the Participant to the Qualified Plan.



     (g) If elected by the Employer in the Adoption Agreement, the Plan will accept Participant
Rollover



33









 




Contributions and/or Direct Rollovers of distributions made after December 31, 2001, from the
types of plans specified in the Adoption Agreement.




     (h) The Plan Administrator shall be held solely responsible for determining the tax-free
status of any Rollover Contribution made to this Plan, and the Trustee and/or Custodian shall have
no responsibility for any such determination.



     (i) A Participant or an Employee may arrange for the direct transfer of his or her entire
benefit from another Qualified Plan to the Plan established hereunder. Such transfer shall be made
for any reason and may be in cash and/or in-kind. The Employer, the Trustee and/or Custodian, if
applicable, in their sole discretion shall have the right to refuse to accept a transfer for any
reason including but not limited to the following reasons: that such assets do not comply
operationally; the proposed transfer would result in a prohibited transaction; the assets are not
readily marketable; or they are not compatible with the Employer’s investment policy objectives.
If necessary, for accounting and recordkeeping purposes, Transfer Contributions shall be treated in
the same manner as Rollover Contributions.



     (j) In the event the Employer accepts a Transfer Contribution from a Plan in which the
Participant or Employee was directing the investment of his or her account, the Employer may, if
the Employer determines that it is appropriate and not in violation of the nondiscrimination rules
under Regulation Section 1.401(a)(4)-4, permit the Participant or Employee to continue to direct
his or her investments in accordance with paragraph 12.7 with respect only to such Transfer
Contribution.



     (k) Notwithstanding any provision of this Plan to the contrary, to the extent that any
optional form of benefit under the Plan established hereunder permits a distribution prior to the
Employee’s Normal Retirement Age, death, Disability, or severance from employment, and prior to
Plan termination, the optional form of benefit is not available with respect to benefits
attributable to assets (including the post-transfer earnings thereon) and liabilities that are
transferred, within the meaning of Code Section 414, to this Plan from a money purchase pension
plan qualified under Code Section 401(a) (other than any portion of those assets and liabilities
attributable to Voluntary After-tax Contributions).



     (l) Unless otherwise elected in the Adoption Agreement, an Employee is not required to be a
Participant in order to make a Rollover or Transfer Contribution.



     (m) If elected in the Adoption Agreement, the Plan shall accept a Direct Rollover from another
Roth Elective Deferral Account under a retirement plan as described in Code Section 402A(e)(1).
When a portion of a distribution is from a Roth Elective Deferral Account, the rollover of any such
distribution pursuant to Code Section 402A(c)(3) must be accomplished through a Direct Rollover and
can only be made to a plan qualified under Code Section 401(a) which agrees to separately account
for the amount not includible in income. The transferring Plan shall report the amount of the
investment in the contract (contributions as well as associated earnings) and the first year of the
five (5) year period to the plan established hereunder. For purposes of this paragraph, the five
(5) taxable year period of Plan participation is the period of five (5) consecutive taxable years
that begins with the first day of the first taxable year in which the Participant makes a
designated Roth Elective Deferral to any designated Roth Elective Deferral Account established for
the Participant under the plan and ends when five (5) consecutive taxable years have been
completed. For this purpose, the first taxable year in which a Participant makes a designated Roth
Elective Deferral is the year in which the amount is first includible in the Participant’s gross
income.



4.5 Voluntary Direct Transfers Between Plans



A Participant or Employee shall be able to transfer amounts up to his or her entire benefit between
qualified Defined Contribution Plans [other than a direct transfer described in Code Section
401(a)(31)] without regard to whether the Participant’s benefit is immediately distributable or
results in the elimination or reduction of Code Section 411(d)(6) protected benefits. Such a
transfer does not violate Code Section 411(d)(6) if the following requirements are met:




     (a) The plan from which the benefits are transferred must provide that the transfer is
conditioned upon a voluntary, fully informed election by the Participant to transfer his or her
entire benefit to another qualified Defined Contribution Plan. As an alternative to the transfer,
the Participant must be offered the opportunity to retain the Participant’s Code Section 411(d)(6)
protected benefits under the Plan [or if the Plan is terminating, to receive any optional form of
benefit for which the Participant is eligible under the Plan as required by Code Section
411(d)(6)].



     (b) The transferring plan must be the same plan type as the Plan sponsored by the Employer.
When benefits are being transferred from a qualified cash or deferred arrangement under Code
Section 401(k), the benefits must be transferred to a qualified cash or deferred arrangement under
Code Section 401(k). Money purchase pension plans must be transferred to money purchase pension
plans. Benefits transferred from a profit-sharing plan other than a 401(k) plan or employee stock
ownership plan may be transferred to any type of Defined Contribution Plan, even if the event is
not one that allows a distribution.



     (c) This type of elective transfer is only available for transfers made on or after September
6, 2000, even if the transaction or change of employment occurred prior to that date.



34









 





     (d) If the conditions outlined in (a), (b), and (c) above are met, the Employer’s Plan is not
required to protect optional forms of benefits available under the prior plan with respect to any
benefit transferred [except as required by the Qualified Joint and Survivor Annuity requirements
under Code Sections 401(a)(11) and 417]. Such a transfer is not a protected optional form of
benefit, but rather is a “right or feature” under Regulation Section 1.401(a)(4)-4(e).



4.6 Elective Deferrals In A 401(k) Plan




     (a) Elective Deferrals are Employer contributions made to the Plan at the election of the
Participant in lieu of cash compensation. For Plan Years beginning after 2005, the term “Elective
Deferrals” includes both pre-tax Elective Deferrals and Roth Elective Deferrals. Pre-tax Elective
Deferrals are a Participant’s Elective Deferrals that are not includible in the Participant’s gross
income at the time deferred. Elective Deferrals or Roth Elective Deferrals shall not include any
deferrals properly distributed as Excess Annual Additions.



     (b) A Participant may enter into a Salary Deferral Agreement with the Employer authorizing the
Employer to withhold a portion of such Participant’s Compensation not to exceed the dollar limit
under Code Section 402(g), as adjusted under Code Section 415(d), for the Applicable Calendar Year,
or the percentage or dollar amount of Compensation specified in the Adoption Agreement except to
the extent permitted under paragraph 4.7 and Code Section 414(v), if applicable. The dollar
limitation contained in Code Section 402(g) is $10,500 for taxable years beginning in 2000 and 2001
increasing to $11,000 for taxable years beginning in 2002 and increasing by $1,000 for each year
thereafter up to $15,000 for taxable years beginning in 2006 and later years. After 2006, the
$15,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under
Code Section 402(g)(4). Any such adjustments will be in multiples of $500.



     (c) Any Salary Deferral Agreement may not be effective earlier than the latest date of the
following:



          (1) The date of the Participant’s entry (or reentry) into the Plan;



          (2) the execution of the Participant’s Salary Deferral Agreement;



          (3) the date the Employer adopts the 401(k) Plan by executing the Adoption Agreement;



          (4) the Effective Date of the Elective Deferral or Roth Elective Deferral provisions as
specified in the Adoption Agreement;



          (5) The first Entry Date after the Participant becomes subject to the Plan’s Automatic
Enrollment Provisions.



     (d) Any such contribution shall be credited to the Employee’s Elective Deferral or Roth
Elective Deferral account, whichever is applicable. A Participant may terminate deferrals at any
time. A Participant may amend his or her Salary Deferral Agreement to increase or decrease his or
her deferral percentage upon notice in accordance with the provisions in the Adoption Agreement or
such other uniform and nondiscriminatory procedures. The Employer shall determine the permitted
frequency of such changes, which shall be no less frequently than once each calendar year. Any
such election will be effective as soon as practicable following the receipt of the notification by
the Employer in accordance with uniform and nondiscriminatory procedures established and
communicated to the Participants. The Participant shall notify the Employer of any change in his
or her deferral election in writing or in such other form or manner as permitted. The Employer
may, notwithstanding any limit to the contrary in the Adoption Agreement, limit the maximum
deferral percentage for any Employee including but not limited to Highly Compensated Employees. If
a Participant terminates his or her agreement, such Participant shall be permitted to put a new
Salary Deferral Agreement into effect as provided in the Adoption Agreement or any other uniform
and nondiscriminatory procedures established. The Employer may also amend or terminate said
agreement on notice to the affected Participant, if required to maintain the qualified status of
the Plan.



     (e) If permitted by the Employer, a Participant who has not authorized the Employer to
withhold the maximum annual deferral amount pursuant to Code Section 402(g) and who desires to
increase the total amount withheld for a Plan Year may authorize the Employer to withhold a
supplemental amount up to 100% of his or her Compensation for one or more pay periods. In no event
may the amounts withheld under the Salary Deferral Agreement plus any additional amount deferred
pursuant to this paragraph, exceed the lesser of 100% of a Participant’s Compensation or any other
limitation elected in the Adoption Agreement by the Employer.



     (f) If the Plan permits Voluntary After-tax Contributions and the Employer has elected in the
Adoption Agreement that all or any portion of amounts previously withheld under any Salary Deferral
Agreement may be recharacterized as Voluntary After-tax Contributions within the Plan Year, such
Elective Deferrals may be so recharacterized.



35









 





     (g) Elective Deferrals and Roth Elective Deferrals shall be deposited in the Plan’s Trust as
soon as administratively feasible after being withheld from the Participant’s Compensation at the
earliest date on which the contributions can reasonably be segregated from the Employer’s general
assets, but no later than the time prescribed by the Code, ERISA or by applicable Treasury or
Department of Labor Regulations.



     (h) Elective Deferrals contributed to the Plan as either pre-tax Elective Deferrals or Roth
Elective Deferrals may not be reclassified as the other type of deferral.



     (i) Roth Elective Deferrals may be treated as Catch-Up Contributions.



     (j) Employer Contributions generally may not be deemed as Elective Deferrals or Roth Elective
Deferrals if they are remitted to the Trust before the payroll date associated with services
rendered or before the services have been performed. An exception to the foregoing timing rule on
deposits to the Trust is available where the earlier remittance of Elective Deferral or Roth
Elective Deferral amounts is on account of bona fide administrative considerations (as more fully
described in the Income Tax regulations), and that the timing of such remittance is not made for
the principal purpose of accelerating deductions.



4.7 Catch-Up Contributions



If elected in the Adoption Agreement, Employees who are eligible to make Elective Deferrals or Roth
Elective Deferrals under this Plan and who have attained age fifty (50) or older before the end of
their taxable year shall be eligible to make Catch-Up Contributions in accordance with, and subject
to the limitations of, Code Section 414(v). Such Catch-Up Contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required limitations of Code
Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
416, as applicable, by reason of the making of such Catch-Up Contributions. “Catch-Up
Contributions” are Elective Deferrals or Roth Elective Deferrals made to the Plan that are in
excess of an otherwise applicable Plan limit and that are made by Participants who are age fifty
(50) or over by the end of their taxable years. An otherwise applicable Plan limit is a limit in
the Plan that applies to Elective Deferrals or Roth Elective Deferrals without regard to Catch-Up
Contributions, such as the limits on annual additions, the dollar limitation on Elective Deferrals
or Roth Elective Deferrals under Code Section 402(g) (not counting Catch-Up Contributions) and the
limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-Up
Contributions for a Participant for a taxable year may not exceed:




     (a) the dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) for the
taxable year, or



     (b) when added to other Elective Deferrals or Roth Elective Deferrals, seventy-five percent
(75%) (or as elected on the Adoption Agreement) of the Participant’s Compensation for taxable year.


The dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable
years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable
years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the
Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such
adjustments will be in multiples of $500. Catch-Up Contributions are not subject to the limit on
Annual Additions, are not counted in the ADP test and are not counted in determining the minimum
allocation under Code Section 416 (but Catch-Up Contributions made in prior years are counted in
determining whether the Plan is Top-Heavy). Provisions in the Plan relating to Catch-Up
Contributions apply to Elective Deferrals or Roth Elective Deferrals made after 2001.




4.8 Roth Elective Deferrals In A 401(k) Plan



If elected by the Employer in the Adoption Agreement, eligible Employees (“Participants”) may make
a designated Roth contribution to a 401(k) Plan as described in Code Section 402A. The term
designated Roth contribution (which for purposes of this Plan shall also be referred to as a “Roth
Elective Deferral”) shall mean an Elective Deferral made under a qualified cash or deferred
arrangement that qualifies as a “qualified” Roth contribution Plan pursuant to Code Section 402A(b)
and, to the extent permitted under the Plan, is:




     (a) designated irrevocably by the Participant at the time of the cash or deferred election as
a Roth Elective Deferral;



     (b) treated by the Employer as includible in the Participant’s income at the time the Employee
would have received the amount in cash if the Participant had not made the cash or deferred
election (i.e., by treating the contributions as wages subject to applicable withholding
requirements); and



     (c) maintained by the Plan in a separate account.


Under the separate accounting requirement of this paragraph, contributions and withdrawals of Roth
Elective Deferrals must be credited and debited to a Roth Elective Deferral Account maintained for
the Participant who made





36









 







the designation and the Plan must maintain a record of the Participant’s investment in the contract
(i.e., Roth Elective Deferrals that have not been distributed) with respect to the Participant’s
Roth Elective Deferral Account. In addition, gains, losses, and other credits or charges must be
separately allocated on a reasonable and consistent basis to the Roth Elective Deferral Account and
other accounts under the Plan. Forfeitures may not be allocated to the Roth Elective Deferral
Account. The separate accounting requirement applies at the time the Roth Elective Deferral is
contributed to the Plan and must continue to apply until the Roth Elective Deferral Account is
completely distributed. No contributions other than designated Roth Elective Deferrals and
Rollover Contributions described in Code Section 402A(c)(3)(B) are permitted to be allocated to a
designated Roth Elective Deferral account.



A Roth Elective Deferral must satisfy the requirements applicable to Elective Deferrals made under
a qualified cash or deferred arrangement. A Roth Elective Deferral must satisfy the requirements
of Regulations Section 1.401(k)-1(c) and (d) and is treated as an Employer Contribution for
purposes of Code Sections 401(a), 401(k), 402, 404, 409, 411, 412, 415, 416 and 417. Additionally,
Roth Elective Deferrals are treated as Elective Deferrals for purposes of the ADP Test and are
subject to the rules of Code Section 401(a)(9)(A) and (B) in the same manner as an account that
contains pre-tax Elective Deferrals. The rules regarding the frequency of elections apply in the
same manner to both pre-tax Elective Deferrals and designated Roth Elective Deferrals. Thus, an
Employee must have an effective opportunity to make (or change) an election to make Roth Elective
Deferrals at least once during each Plan Year.



The Employer may make Matching Contributions based on a Participant’s Roth Elective Deferrals based
on a formula elected in the Adoption Agreement. Matching Contributions shall not be allocated to
any Roth Elective Deferral Account. Any Matching Contribution shall be allocated to the
Participant’s Matching Contribution Account. Roth Elective Deferrals may be treated as Catch-Up
Contributions.




4.9 Automatic Enrollment




     (a) If the Employer so elects in the Adoption Agreement, each Employee eligible under the
Employer’s Code Section 401(k) cash or deferred arrangement shall automatically become a
Participant in the Plan as of the first Entry Date after satisfying the Plan’s eligibility
requirements. The default deferral contributions are to be treated as pre-tax Elective Deferrals.
The Employer may elect in the Adoption Agreement to apply the automatic enrollment provisions to
current Employees and Participants or only to Employees hired on or after the Effective Date of the
adoption of or the amendment to the Plan providing for the automatic enrollment provisions. If the
Employer elects the provision to apply to current Employees, the Employer will apply the automatic
enrollment provision to Employees who have not made an affirmative election to defer an amount to
the Plan, as well as those who have made an affirmative election to defer an amount equal to zero
(0).



     (b) After satisfying the Plan’s eligibility requirements, each Employee will have his or her
Compensation automatically reduced by the percentage elected in the Adoption Agreement. These
amounts will be contributed to the Plan. An election by the Employee not to make Elective
Deferrals or to contribute a different percentage may be made at any time. The election is
effective for the first pay period and subsequent pay periods (until superseded by a subsequent
election) if filed when the Employee is hired, or within a reasonable period thereafter ending
before the Compensation for the first pay period is currently made available. In the event an
Employee has Elective Deferrals withheld pursuant to this provision and no investment directive has
been received, any cash received shall be invested as provided for in paragraph 13.6 herein or
another appropriate vehicle. If an Employee elects to receive cash in lieu of Elective Deferrals
and the election is made when the Employee is hired or within a reasonable period thereafter ending
before the Compensation is currently available, then no Elective Deferrals for the first pay period
or subsequent pay periods are made on the Employee’s behalf to the Plan until the Employee makes a
subsequent affirmative election to reduce his or her Compensation. Elections filed at a later date
are effective as soon as administratively feasible pursuant to the election in the Adoption
Agreement.



     (c) If so elected in the Adoption Agreement, for those current Participants who are deferring
at a percentage or dollar amount less than the amount elected on the Adoption Agreement, the
Employer will in the first payroll period after the effective date of the amendment reduce the
Participant’s Compensation by the difference between the Participant’s current deferral election
and the election as stated on the Adoption Agreement.



     (d) At the time an Employee is hired, the Plan Administrator shall provide the Employee a
notice that explains the automatic enrollment provision. This notice will also explain the
Employee’s right to elect to have no such Elective Deferrals made to the Plan or to alter the
amount of those contributions. This notice will include the procedure for exercising the right and
the timing for implementation of any such election. The Plan Administrator shall provide each
Participant in the Plan with an annual notice of his or her Elective Deferral percentage and each
Participant’s right to change the percentage, including the procedure for exercising that right and
the timing for implementation of any such election. Prior to an Employee’s automatic enrollment
becoming effective, the Plan Administrator will provide such Employee with appropriate guidance as
to the procedures then in effect, for the Employee to make alternative elections referenced above.
Each Employee deferring Compensation pursuant to this paragraph shall be deemed to have consented
to an Elective Deferral contribution in the amount specified by the Employer in the Adoption
Agreement, unless he/she has filed an election to the contrary with the Plan Administrator pursuant
to the Plan’s administrative procedures.



37









 





     (e) The Employer who has adopted the automatic enrollment provisions may adopt an
administrative policy that increases the automatic deferral default amount each year in which the
automatic enrollment provision is in effect. Unless the Employer specifies a different incremental
amount, the automatic deferral default amount shall be no less than 3% in the first full year of a
Participant’s participation in the Plan, increasing to no less than 4% in the next following Plan
Year, no less than 5% in the second following Plan Year, and no less than 6% in all subsequent
years.



4.10 Make-Up Contributions Under USERRA



A Participant who has the right to make-up Elective Deferrals, Roth Elective Deferrals, Voluntary
After-tax Contributions and/or Required After-tax Contributions under USERRA shall be permitted to
increase his or her Elective Deferral with respect to a make-up year without regard to any
provision limiting contributions for such Plan Year. Make-up contributions shall be limited to the
maximum amount permitted under the Plan and the statutory limitations applicable with respect to
the make-up year. Employee-related make-up contributions must be made within the time period
beginning on the date of reemployment and continuing for the lesser of five (5) years or three (3)
times the period of military service.




4.11 Qualified And Eligible Automatic Contribution Arrangements




     (a) Qualified Automatic Contribution Arrangement (QACA) — If elected in the Adoption
Agreement, then effective beginning with the Plan Year indicated therein, the Employer will
maintain a Qualified Automatic Contribution Arrangement for the purpose of satisfying the
nondiscrimination requirements for Elective Deferrals and Matching Contributions under Code
Sections 401(k) and 401(m). For purposes of the Code’s nondiscrimination requirements, a
Qualified Automatic Contribution Arrangement is defined as any cash or deferred arrangement that
satisfies certain Code requirements with respect to automatic deferrals, Matching or Non-Elective
Contributions and timely notice to Employees.



          (1) The automatic deferral requirements are met if, under the arrangement, Employees are
treated as having elected to have the Employer make Elective Deferrals equal to a qualified
percentage of Compensation. The qualified percentage cannot be more than 10% and must be at least:
3% of Compensation during the period ending on the last day of the first Plan Year which begins
after the date on which the first Elective Deferral described in Article VI(D)(1) of the Adoption
Agreement is made with respect to such Employee; 4% for the first Plan Year following the Plan Year
containing the first anniversary of the Employee’s participation in the Plan; 5% during the second
following Plan Year; and 6% for the third following Plan Year and subsequent Plan Years. The
qualified percentage must be applied uniformly to all eligible Employees who have not made an
affirmative election.



          (2) An Employee may affirmatively elect not to have such Elective Deferrals made or to make
the Elective Deferrals at a different level.



          (3) Employees eligible to participate in the automatic contribution arrangement (or a
predecessor arrangement) immediately before the date on which the arrangement became a Qualified
Automatic Contribution Arrangement are included in the meaning of eligible Employees for purposes
of applying the automatic deferral provision. An election not to defer (i.e., the Employee has
elected 0% on the Salary Deferral Agreement) is considered an affirmative election. Current
Employees who have not completed a Salary Deferral Agreement are treated as not having made an
affirmative election.



          (4) The QACA Safe Harbor Employer Contribution is a Matching Contribution made to satisfy the
nondiscrimination rules, equal to the sum of 100% of the Elective Deferrals of the Employee to the
extent that such contributions do not exceed 1% of Compensation plus 50% of such Compensation that
exceeds 1% but does not exceed 6% of Compensation. For purposes of this provision, the following
requirements must also be satisfied:



               (i) The rate of Matching Contribution does not increase as the rate of an Employee’s
Elective
Deferrals increases; and



               (ii) The rate of Matching Contribution with respect to any rate of Elective Deferral by a
Highly Compensated Employee is no greater than the rate of Matching Contribution with respect to
the same rate of Elective Deferral by a Non-Highly Compensated Employee.


Alternatively, the Safe Harbor Employer Contribution requirement of Code Section
401(k)(13)(D)(i)(II) is met if the Employer makes a QACA Non-Elective Contribution to the Plan of
at least 3% of an Employee’s Compensation on behalf of each Non-Highly Compensated Employee who is
eligible to participate in the Plan.




          (5) Any Employee who has completed at least two (2) Years of Service must have a
nonforfeitable right to 100% of the Employee’s accrued benefit from Employer contributions. In
addition, Matching or other Non-Elective Contributions under a QACA are subject to the withdrawal
rules applicable to Elective Deferrals under Code Section 401(k)(2)(B) (except that the Hardship
rule is not available).



38









 





          (6) The Employer must provide Employees with a notice (as explained in paragraph 4.11(c)
below) describing the QACA provisions and the ability to opt out of the Plan or to modify the
automatic contribution amount.



     (b) Eligible Automatic Contribution Arrangement (EACA) — If so elected by the Employer in the
Adoption Agreement, then effective beginning with the Plan Year indicated therein, Participants may
be automatically enrolled in an EACA. Further, if elected by the Employer in the Adoption
Agreement, a Participant may elect to withdraw the automatic contribution within ninety (90) days
after the date his/her first default Elective Deferrals are first deducted from his/her paycheck
under the EACA without being subject to the premature distribution penalty. The Plan must meet the
following requirements in order to be deemed an EACA:



          (1) A uniform contribution rate must apply to the automatic contributions for all
Employees.



          (2) The Employer must provide Employees with a notice (as explained in paragraph 4.11(c)
below) describing the EACA provisions and the ability to opt out of the Plan or to modify the
automatic contribution amount.



          (3) If an arrangement which qualifies as an Eligible Automatic Contribution Arrangement allows
an Employee to elect to make “permissible withdrawals” of certain default Elective Deferrals, the
amount withdrawn is included in the Employee’s gross income in the year of the distribution. The
premature distribution penalty under Code Section 72(t) is not imposed with respect to the
distribution and the arrangement is not treated as violating any restriction on distributions by
allowing the withdrawal. With respect to distributions to an Employee as a result of this
election, Employer Matching Contributions are forfeited or subject to other treatment that the
Internal Revenue Service may prescribe. A “permissible withdrawal” is defined as any withdrawal
from an EACA that is made pursuant to an Employee election and consists of Elective Deferrals and
earnings or losses attributable to those contributions. The election must be made within ninety
(90) days of the date Elective Deferrals are first deducted from Employee’s paychecks with respect
to the Employee under the arrangement. The amount of any distributions under this election must be
equal to the amount of Elective Deferrals made with respect to the first payroll period to which
the EACA applied to the Employee and any succeeding payroll period beginning before the effective
date of the election (adjusted for earnings or losses attributable to those contributions). The
effective date cannot be later than the earlier of (i) the pay date for the second payroll period
beginning after the election is made, or (ii) the first pay date that occurs at least thirty (30)
days after the election is made. A permissible withdrawal under this paragraph shall not be
treated as an Eligible Rollover Distribution and is not counted towards the dollar limitation on
Elective Deferrals contained in Code Section 402(g) nor the Actual Deferral Percentage (ADP) test
under Code Section 401(k)(3).



          (4) An Eligible Automatic Contribution Arrangement for purposes of the special rules for
withdrawals is defined as an arrangement under which a Participant may elect to have the Employer
make payments as contributions under the Plan or to the Participant directly in cash, under which
the Participant is treated as having elected to have the Employer make such contributions in an
amount equal to a uniform percentage of Compensation provided under the Plan until the Participant
specifically elects not to have such contributions made (or specifically elects to have such
contributions made at a different percentage), under which in the absence of an investment election
by the Participant, default Elective Deferrals under the EACA are invested in an investment option
designated by the Employer and which meets the notice requirements of Code Section 414(w)(4).



     (c) QACA And EACA Notice Requirements — Within a reasonable period before the beginning of
each Plan Year (or in the case of an Employee who does not receive this notice because he/she is
not an eligible Employee because of becoming eligible after such time, within a reasonable period
before the Employee becomes an eligible Employee), each Employee covered by a QACA or an EACA must
receive a notice explaining the Employee’s rights and obligations under the arrangement. The
notice must be sufficiently accurate and comprehensive to inform the Employee of such rights and
obligations by being written in a manner that is understandable by the average Employee to whom the
arrangement applies. The reasonable time requirement is satisfied if the Employer provides such
notice at least thirty (30) days and no more than ninety (90) days before the beginning of the Plan
Year. In the case of an Employee who does not receive this notice because of becoming eligible
after such time, the reasonable time requirement is satisfied if the Employer provides such notice
no later than the date the Employee becomes an eligible Employee. However, for an Employee who is
eligible immediately, the reasonable timing requirement is satisfied if the notice is provided as
soon as practicable after the date the Employee becomes eligible and the Employee is permitted to
elect to defer from all types of Compensation that may be deferred under the Plan earned beginning
on that date. The notice must explain the Employee’s right under the arrangement to elect not to
have Elective Deferrals made on the Employee’s behalf or to elect to have contributions made in a
different amount, and how contributions made under the arrangement will be invested in the absence
of any affirmative investment election by the Employee. The Employee must be given a reasonable
period of time after receipt of such notice and before the first Elective Deferral is made to make
the election with respect to contributions and investments.



39









 





ARTICLE V

PARTICIPANT ACCOUNTS




5.1 Separate Accounts



The Plan Administrator or its agent shall establish a separate recordkeeping account for each
Participant showing the fair market value of his or her Plan benefits. Each Participant’s account
may be separated for recordkeeping purposes into the following sub-accounts:





	 	(a)	 	Employer contributions:






	 	(1)	 	Non Safe-Harbor Matching Contribution Formula 1 Contributions
	 
	 	(2)	 	Non Safe-Harbor Matching Contribution Formula 2 Contributions
	 
	 	(3)	 	Qualified Matching Contributions
	 
	 	(4)	 	Qualified Non-Elective Contributions
	 
	 	(5)	 	Non-Elective Contributions Formula 1 Contributions
	 
	 	(6)	 	Non-Elective Contributions Formula 2 Contributions
	 
	 	(7)	 	Safe Harbor Matching Contributions
	 
	 	(8)	 	Safe Harbor Non-Elective Contributions
	 
	 	(9)	 	Transfer Contributions






	 	(b)	 	Employee contributions:






	 	(1)	 	Voluntary After-tax Contributions
	 
	 	(2)	 	Qualified Voluntary Contributions
	 
	 	(3)	 	Elective Deferrals [other than Roth Elective Deferrals]
	 
	 	(4)	 	Roth Elective Deferrals
	 
	 	(5)	 	Required After-tax Contributions
	 
	 	(6)	 	Rollover Contributions
	 
	 	(7)	 	Transfer Contributions





5.2 Valuation Date



The Trustee shall value the Trust at the fair market value as of each Valuation Date and those
Valuation Dates elected in the Adoption Agreement or as directed in writing by the Plan
Administrator.



The fair market value of securities listed on a registered stock exchange will be the prices at
which they were last traded on such exchange preceding the close of business on the Valuation Date.
If the securities were not traded on the Valuation Date, or if the exchange on which they are
traded was not open for business on the Valuation Date, then the securities will be valued at the
prices at which they were last traded prior to the Valuation Date. Any unlisted security will be
valued at its bid price next preceding the close of business on the Valuation Date, which bid price
will be obtained from a registered broker or an investment banker. To determine the fair market
value of assets other than securities for which trading or bid prices can be obtained, the Trustee
may use any reasonable method to determine the value of such assets, or may elect to employ one or
more appraisers for that purpose and rely on the values established by such appraiser or
appraisers.



All allocations for a particular Plan Year will be made as of the last Valuation Date(s) of that
Plan Year or such other dates determined by the Plan Administrator.




5.3 Allocations To Participant Accounts



As of each Valuation Date elected by the Employer in the Adoption Agreement and/or on any date
within the allocation period selected in writing by the Plan Administrator, each Participant’s
account shall be adjusted to reflect:






40









 








     (a) the Participant’s share of the Employer’s contribution and forfeitures as determined in
the Adoption Agreement,



     (b) any Employee contributions,



     (c) any repayment of amounts previously distributed to a Participant upon a separation from
Service and repaid by the Participant since the last Allocation Date,



     (d) the Participant’s proportionate share of any investment earnings and increase in the fair
market value of the Trust since the last Allocation Date, and



     (e) loan repayments of principal and interest.


The Employer shall deduct from each account:




     (f) any withdrawals or payments made from the Participant’s account since the last Allocation
Date,



     (g) the Participant’s proportionate share of any decrease in the fair market value of the
Trust since the last allocation Date, and



     (h) the Participant’s proportionate or “per capita” share of any fees and expenses paid from
the Plan.



5.4 Allocating Employer Contributions




     (a) The Employer must specify in the Adoption Agreement the manner in which the Employer’s
contribution shall be allocated to Participants including any minimum contribution for Top-Heavy
Plans. Employer contributions shall be allocated to all Participants eligible to receive a
contribution as provided in the Adoption Agreement.



     (b) Notwithstanding any provision of this Plan to the contrary, Participants will accrue the
right to share in allocations of Employer contributions with respect to periods of qualified
military service as provided in Code Section 414(u).



     (c) At the end of each Plan Year the Plan Administrator shall redetermine any Matching
Contribution for each Participant based on his or her eligible annual Compensation in accordance
with the Matching Contribution formula elected by the Employer in the Adoption Agreement. Any
Participant for whom any Matching Contribution has not been sufficiently made in accordance with
the Matching Contribution formula elected by the Employer shall receive an additional Matching
Contribution so that the total annual deferrals (whether pre-tax or after-tax) reflected as a
percentage of eligible annual Compensation are matched in accordance with the Matching Contribution
formula (“true-up” of Matching Contributions) selected by the Employer in the Adoption Agreement.
If no election is made in the Adoption Agreement, no true-up of Matching Contributions will occur.



5.5 Allocating Investment Earnings And Losses



Account balances are adjusted to reflect actual income and investment gains and losses from the
period beginning on the day following the last Valuation Date and ending on the current Valuation
Date. Each Participant’s account shall receive a proportionate share of the actual income and
investment gains and losses during the period. The value of accounts for allocation purposes shall
be based on the value of all Participant accounts (without regard to any portion of any such
account attributable to segregated investments) as of the last Valuation Date less withdrawals,
distributions and expenses plus any contributions including deferrals (whether pre-tax or
after-tax) if any, paid from the Trust since the last Valuation Date. Investment gains and losses
shall be credited to all Participant accounts having a balance on the Valuation Date regardless of
the vested status of such account and regardless of the Participant’s employment status. The Plan
Administrator shall also have the right to adopt an alternative procedure for allocating income and
investment gains and losses provided that such alternative procedure is uniform and does not
discriminate in favor of Highly Compensated Employees. Any change in procedure shall be effective
as of the next following Valuation Date or such other date as agreed to by the Employer and the
Plan Administrator. Accounts with segregated investments shall receive the income or loss on such
segregated investments. Investment gains or losses are determined separately for each investment
alternative offered under the Plan.




     (a) The value of a Participant’s account invested in a mutual fund (Registered Investment
Company) will equal the value of a share in such fund multiplied by the number of shares credited
to the Participant’s account.



     (b) In the case of any pooled investment vehicle, earnings, gains or losses on the pooled
investment vehicle will be allocated among the Participant’s accounts in proportion to the value of
each Participant’s account invested in that investment vehicle immediately prior to the Valuation
Date. The gain or loss attributed to each investment vehicle will be credited to or charged
against the Participants’ account. Alternatively, the Plan Administrator or his designate may
establish unit values for each pooled investment vehicle offered under the Plan in



41









 




accordance with uniform procedures established by the Plan Administrator for this purpose. The
value of the portion of a Participant’s account invested in a pooled investment vehicle will equal
the value of a unit in such investment vehicle multiplied by the number of units credited to the
account.




     (c) In the case of any investment that is held specifically for a Participant’s account, any
gain or loss on such investment will be charged or credited to that Participant’s account.



5.6 Allocation Adjustments



The Plan Administrator or his designate, if applicable, shall have the right to redetermine the
value of Participant accounts if a previous allocation or valuation was performed incorrectly.
Such redetermination shall be made without regard to the reason for the incorrect allocation. Such
reasons may include, but are not limited to, incorrect contribution or Employee information
provided by the Employer or representative of the Employer, incorrect valuation of Plan assets,
incorrect determination of investment income and gains or losses, improper interpretation of the
Plan’s allocation formulas or procedures, erroneous omission of Top-Heavy minimum contributions and
failure to transmit, receive or interpret amendments to the allocation formulas, methods or
procedures. Subject to express limits that may be imposed under the Code, the Plan Administrator
reserves the right to delay the processing of any contribution, distribution or other transaction
for any legitimate business reason (including, but not limited to, failure of systems or computer
programs, failure of means of transmission of data, force majeure, the failure of any Service
Provider to timely receive values or prices, or to correct for its errors or omissions, or the
errors or omissions of any Service Provider). After having made any necessary adjustments, the
Plan Administrator or his designate, if applicable, may issue either revised or adjusted statements
to Participants with an explanation of the allocation adjustments.




5.7 Participant Statements



The Plan Administrator shall prepare a statement for each Participant not less frequently than
annually and as required by law. Statements may be prepared more frequently, as may be agreed
between the Plan Administrator and the Service Provider or other entity responsible for the
maintenance of Plan records or for valuing Plan assets. Each statement shall show the additions to
and subtractions from the Participant’s account for the period since the last such statement and
shall show the fair market value of the Participant’s account as of the current statement date.




5.8 Changes In Method And Timing Of Valuing Participants’ Accounts



If necessary or appropriate, the Plan Administrator in its sole discretion may establish different
or additional uniform and nondiscriminatory procedures for determining the fair market value of
Participant’s accounts under the Plan.




5.9 Roth Elective Deferral Account



The Roth Elective Deferral Account is the required separate account maintained to record the
contribution and withdrawal of a Participant’s Roth Contributions and other adjustments as required
by the Plan. Forfeitures may not be allocated to a Roth Elective Deferral Account and no
contributions other than designated Roth Elective Deferrals will be allocated. If elected in the
Adoption Agreement, Direct Rollover contributions described in Code Section 402A(c)(3) are
permitted to be allocated to the Roth Elective Deferral Account. Each Participant’s Roth Elective
Deferral Account shall continue to be maintained and administered separately until it is completely
distributed. Income, losses and other credits or charges must be separately allocated on a
reasonable and consistent basis to the Participant’s Roth Elective Deferral Account and other
accounts under the Plan to ensure that the Roth Elective Deferral Account maintains a record of the
Participant’s interest in the Plan.





42











 





ARTICLE VI

RETIREMENT BENEFITS AND DISTRIBUTIONS




6.1 Normal Retirement Benefits



A Participant shall be entitled to receive the balance held in his or her account upon attaining
his or her Normal Retirement Age or at such earlier dates as the provisions of this Article VI and
the Adoption Agreement may permit. If a Participant elects to continue working past his or her
Normal Retirement Age, he or she will continue as an active Participant. If the Employer elects
otherwise in the Adoption Agreement, distribution shall be made to such Participant at his or her
request prior to his or her actual retirement. Distribution shall be made in the normal form, or
if elected, in one of the optional forms of payment provided in the Adoption Agreement.




6.2 Early Retirement Benefits



If elected in the Adoption Agreement, an Early Retirement benefit may be available to individuals
who meet the age and Service requirements that are specified in the Adoption Agreement. A
Participant who attains his or her Early Retirement Date will become fully vested, regardless of
any vesting schedule which otherwise might apply. If a Participant separates from Service with a
nonforfeitable benefit before satisfying the age requirements, but after having satisfied the
Service requirement, the Participant will be entitled to elect an Early Retirement benefit upon
satisfaction of the age requirement.




6.3 Benefit Upon Death



Upon the death of a Participant prior to termination of employment, or upon the death of a
terminated Participant prior to distribution of his or her Vested Account Balance, his or her
Beneficiary will be entitled to the Participant’s Vested Account Balance determined as of the most
recent Valuation Date coinciding with or immediately preceding the date of distribution. A
Participant who dies prior to attainment of Normal Retirement Age but before termination of
employment will become fully vested, regardless of any vesting schedule which otherwise might
apply. If any Beneficiary who is alive on the date of the Participant’s death dies before
receiving the entire death benefit to which he or she is entitled, the balance of the death benefit
will be distributed to the Beneficiary’s Beneficiary in accordance with paragraph 7.6. The Plan
Administrator’s determination that a Participant has died and that a particular person has a right
to receive a death benefit will be final. Distribution will be made in accordance with paragraph
7.6.




6.4 Benefit Upon Disability



If a Participant suffers a Disability prior to termination of employment and terminates employment
with the Employer as a result of that Disability, or if a terminated Participant suffers a
Disability prior to a distribution of his or her Vested Account Balance, he or she will be entitled
to his or her Vested Account Balance determined as of the most recent Valuation Date coinciding
with or immediately preceding the date of distribution. A Participant who retires prior to
attainment of Normal Retirement Age but before termination of employment on account of a Disability
will become fully vested, regardless of any vesting schedule which otherwise might apply.




6.5 Benefits On Termination Of Employment




     (a) If a Participant terminates employment prior to Normal Retirement Age, such Participant
shall be entitled to receive the vested balance held in his or her account payable at Normal
Retirement Age in the normal form, or if elected, in one of the other forms of payment provided
hereunder and by the Employer in the Adoption Agreement. If applicable, the Early Retirement
benefit provisions may be elected. Notwithstanding the preceding, a former Participant may, if
allowed in the Adoption Agreement, make application to the Employer requesting early payment of any
deferred vested and nonforfeitable benefit due.



     (b) For purposes of this Article, if the value of a Participant’s Vested Account Balance is
zero, the Participant shall be deemed to have received a distribution of such Vested Account
Balance immediately following termination. If the Participant is reemployed prior to incurring
five (5) consecutive one (1) year Breaks in Service or Periods of Severance, he or she will be
deemed to have immediately repaid such distribution. Notwithstanding the above, if the Employer
maintains or has maintained a policy of not distributing any amounts until the Participant’s Normal
Retirement Age, the Employer can continue to uniformly apply such policy.



     (c) If a Participant who is not 100% vested receives or is deemed to receive a distribution
pursuant to this paragraph and resumes employment covered under this Plan, the Participant shall
have the right to repay to the Plan the full amount of the distribution attributable to both
Employer Contributions and Employee Contributions including Elective Deferrals and/or Roth Elective
Deferrals on or before the earlier of the date the Participant incurs five (5) consecutive one (1)
year Breaks in-Service following the date of distribution or five (5) years after the first date on
which the Participant is subsequently reemployed. In such event, the Participant’s account shall
be restored to the value thereof at the time the distribution was made. The account may be further
increased by the Plan’s income and investment gains and/or losses on the undistributed amount from
the date of the distribution to the date of repayment.



     (d) If a Participant terminates employment with a Vested Account Balance greater than $5,000,
and elects (with his or her Spouse’s consent, if required) to receive 100% of the value of his or
her Vested Account



43









 




Balance in a lump sum, the non-vested portion will be treated as a forfeiture. The Participant
(and his or her Spouse, if required) must consent to any distribution when the Vested Account
Balance described above exceeds $5,000.




     (e) A Participant whose Vested Account Balance is greater than $5,000 shall have the option to
postpone payment of his or her Plan benefits until his or her Required Beginning Date. If elected
in the Adoption Agreement, any balance in a Participant’s account resulting from his or her
Employee contributions listed at paragraph 5.1(b), not previously withdrawn, may be withdrawn by
the Participant immediately following separation from Service.



     (f) Unless elected otherwise in the Adoption Agreement, if a Participant’s Vested Account
Balance is $1,000 or less, after the Participant’s termination of employment, the distributions
shall be in a lump sum and any non-vested amounts shall be immediately forfeited. Such distribution
shall be paid to the Participant as soon as practicable after complying with the Federal tax
withholding rules without the need for spousal consent. Terminated Participants receiving an
involuntary distribution of $200 or more must be notified of their right to have such amounts
directly rolled over to an IRA or Qualified Plan of their choosing.



          If elected in the Adoption Agreement, when a terminating Participant or Employee does not make
a timely election with respect to the cash-out distribution of amounts greater than $1,000 but less
than or equal to $5,000, [pursuant to Code Sections 411(a)(7), 411(a)(11) and 417(e)(7)], the Plan
Administrator shall make a Direct Rollover into an individual retirement account or annuity
(“IRA”). The Plan Administrator will select the IRA trustee or custodian, establish the IRA, and
make the initial IRA investment selection.




          If elected in the Adoption Agreement, when the Participant does not elect to have such
distribution paid directly to an Eligible Retirement Plan, as specified by the Participant, or does
not elect to receive the distribution directly, the Plan Administrator shall pay the distribution
in a Direct Rollover to an individual retirement plan that is designated by the Plan Administrator
and is communicated to the Plan Participant. The extent to which Rollover Contributions will be
included or excluded in determining the value of the Participant’s Vested Account Balance for
purposes of the Plan’s involuntary cash-out rules will be governed by the election made in the
Adoption Agreement. Rollover Contributions will always be considered in determining if the $1,000
automatic rollover threshold has been exceeded.




          If elected in the Adoption Agreement, the value of a Participant’s nonforfeitable account
balance shall be determined without regard to that portion of the account balance that is
attributable to Rollover Contributions (and the earnings allocable thereto) within the meaning of
Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16). If the value of the
Participant’s nonforfeitable account balance as so determined is $5,000 or less, the Plan shall
immediately distribute the Participant’s entire nonforfeitable account balance, subject to this
paragraph. Eligible Rollover Distributions from a Participant’s Roth Elective Deferral Account are
taken into consideration in determining whether the total amount of the Participant’s account
balances under the Plan exceeds the $1,000 threshold for purposes of mandatory distributions from
the Plan.




     (g) If elected by the Employer in the Adoption Agreement, this paragraph shall apply for
distributions and severances from employment occurring after the dates specified in the Adoption
Agreement.



          A Participant’s Elective Deferrals, Roth Elective Deferrals, Qualified Non-Elective
Contributions, Qualified Matching Contributions, and earnings attributable to these contributions
shall be distributed on account of the Participant’s severance from employment. However, such a
distribution shall be subject to the other provisions of the Plan regarding distributions, other
than provisions that require a separation from Service before such amounts may be distributed.




     (h) A Direct Rollover of a distribution from a Roth Elective Deferral Account under this Plan
will be made to another Roth Elective Deferral Account under an applicable retirement plan
described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to
the extent the rollover is permitted under Code Section 402(c).



          The Plan shall not provide for a Direct Rollover (including an automatic rollover) of
distributions from a Participant’s Roth Elective Deferral Account if the amount of the
distributions that are Eligible Rollover Distributions are reasonably expected to total less than
$200 during a year. In addition, any distribution from a Participant’s Roth Elective Deferral
Account are not taken into consideration in determining whether distributions from a Participant’s
other accounts are reasonably expected to total less than $200 during a year.




     (i) If the Plan permits partial distributions, a Participant shall be permitted to designate
all or any portion of such distribution to be from the Roth Elective Deferral Account. This
provision does not apply to a return of Excess Contribution or a distribution of Excess Elective
Deferrals.



44









 





6.6 Restrictions On Immediate Distributions




     (a) An account balance is immediately distributable if any part of the account balance could
be distributed to the Participant (or Surviving Spouse) before the Participant attains (or would
have attained if not deceased) the later of the Normal Retirement Age or age sixty-two (62).



     (b) If payment in the form of a Qualified Joint and Survivor Annuity is required and the value
of a Participant’s Vested Account Balance exceeds $5,000, or there are remaining payments to be
made with respect to a particular distribution option that previously commenced, and the account
balance is immediately distributable, the Participant and his or her Spouse (or where either the
Participant or the Spouse has died, the survivor) must consent to any distribution of such account
balance.



     (c) If payment in the form of a Qualified Joint and Survivor Annuity is not required with
respect to a Participant and the value of a Participant’s Vested Account Balance exceeds $5,000,
and the account balance is immediately distributable, only the Participant must consent to any
distribution of such account balance.



     (d) The consent of the Participant and/or the Spouse shall be obtained in writing or in such
other form accepted by the Plan Administrator within the ninety (90) day period ending on the
Annuity Starting Date, which is the first day of the first period for which an amount is paid as an
annuity or in any other form. The Plan Administrator shall notify the Participant and the
Participant’s Spouse of the right to defer any distribution until the Participant’s account balance
is no longer immediately distributable and the consequences of failing to defer receipt of the
distribution. Such notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit available under the Plan in
a manner that would satisfy the notice requirements of Code Section 417(a)(3), and shall be
provided no less than thirty (30) days and no more than ninety (90) days prior to the Annuity
Starting Date.



     (e) If the distribution is one to which Code Sections 401(a)(11) and 417 do not apply, such
distribution may commence less than thirty (30) days after the notice required under Regulations
Section 1.411(a)-11(c) is given provided that:



          (1) the Plan Administrator clearly informs the Participant that the Participant has the right
to a period of at least thirty (30) days after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable, a particular distribution option), and




          (2) the Participant after receiving the notice affirmatively elects a distribution.




          If a distribution is one to which Code Section 417 does apply, the distribution may commence
less than thirty (30) days, but not less than seven (7) days after the notice required under
Regulations Section 1.411(a)-11(c) is given, provided that the conditions of sub-paragraphs (1) and
(2) above are satisfied with regard to both the Participant and the Participant’s Spouse.




     (f) Notwithstanding the foregoing, only the consent of the Participant to the commencement of
a distribution in the form of a Qualified Joint and Survivor Annuity is required while the account
balance is immediately distributable. Furthermore, if payment in the form of a Qualified Joint and
Survivor Annuity is not required with respect to the Participant pursuant to paragraph 8.7 of the
Plan, only the Participant must consent to the distribution of an account balance that is
immediately distributable. Neither the consent of the Participant nor the Participant’s Spouse
shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9)
or Code Section 415 or constitutes Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions. In addition, upon termination of this Plan if the Plan does not offer an annuity
option (purchased from a commercial provider), the Participant’s account balance may, without the
Participant’s consent, be distributed to the Participant or transferred to another Defined
Contribution Plan [other than an employee stock ownership plan as defined in Code Section
4975(e)(7)] within the same controlled group.



     (g) Any Plan established hereunder which is making distributions to any former Employee,
Participant or surviving Spouse may charge reasonable Plan administrative expenses to the account
of that former Employee, Participant or surviving Spouse, but only if the administrative expenses
are apportioned on a pro-rata basis, i.e., the expenses are based on the amount in each account of
a former Employer, Participant or surviving Spouse receiving benefits from the Plan (or another
reasonable basis that complies with the requirements of Title I of ERISA). However, the allocation
of Plan expenses still must meet the nondiscrimination rules of Code Section 401(a)(4).



     (h) Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period
described in (d) above shall be extended to a one-hundred-eighty (180) day period.



45









 





6.7 Normal And Optional Forms Of Payment




     (a) The normal form of payment for the Plan shall be designated in the Adoption Agreement. If
no election is made in the Adoption Agreement, the Plan will default to the normal form of benefit
being a lump sum, and the safe harbor provisions of paragraph 8.7 shall apply.



     (b) A Plan other than a money purchase pension plan or a profit-sharing plan required to
provide a Joint and Survivor benefit may be amended to eliminate or restrict optional payment forms
provided that a single lump sum payment option remains available. The remaining lump sum must have
the same (or less restrictive) timing of distribution, medium of distribution and eligibility
conditions that were available for the eliminated forms of payment.



          Each optional form of benefit provided under a Plan (other than any that have been
prospectively eliminated) must be currently available to all Employees benefiting under the Plan.
This is the case regardless of whether a particular form of benefit is the actuarial equivalent of
any other optional form of benefit under the Plan. Code Section 411(d)(6) prevents a Plan from
being amended to eliminate or restrict optional forms of benefits and any other Code Section
411(d)(6) protected benefits with respect to benefits attributable to Service before the amendments
except as expressly provided under the Regulations Section 1.411(d)-4.




     (c) The normal form of payment shall be automatic, unless the Participant files a written
request with the Employer prior to the date on which the benefit is automatically payable, electing
another option available under the Plan.



     (d) As elected in the Adoption Agreement, a Participant shall (with the consent of his or her
Spouse, if applicable) have the right to receive his or her benefit in a single lump sum or in
installment payments. Installment payments need not be equal or substantially equal until such
time as the individual reaches his or her Required Beginning Date. Installment payments which are
intended to be equal or substantially equal can be made monthly, quarterly, semi-annually or
annually based on any period not extending beyond the joint and survivor life expectancy of the
Participant and his or her Beneficiary.



     (e) Benefits payable under the Plan may be distributed in cash or in-kind as elected in the
Adoption Agreement. The Employer may also elect on the Adoption Agreement to limit a Participant’s
right to receive distributions in the form of marketable securities (other than Employer
securities) and to require distributions in the form of cash only. Only the right to receive a
distribution in the form of cash, Employer securities and/or other property that is not marketable
is protected.



     (f) A Plan that permits its Participants to receive in-kind distributions may limit the
available in-kind distributions to the investments listed in the Adoption Agreement and only to the
extent the investments are held in the Participant’s account at the time of the distribution. A
Plan may be amended to limit the investments that may be distributed in-kind. The amendment must
include all investments (other than marketable securities for which cash may be substituted) that
are held in a Participant’s account at the time of the amendment and for which the Plan, prior to
such amendment, allowed for distribution of those investments in kind. The right to an in-kind
distribution for investments held at the time of the distribution would only have to be protected
to the extent such investment was in the Participant’s account at the time the amendment was
adopted or effective, if later.



     (g) Promissory notes of Participants may be distributed in-kind pursuant to the Employer’s
loan policy document.



     (h) Distribution of benefits payable in the form of installments shall be paid in cash.



     (i) The Plan Administrator shall have the sole responsibility to determine the propriety,
amount, and form of any distribution made under the terms of this Plan and such determination will
be final. Upon such determination, the Plan Administrator shall direct the Trustee and/or
Custodian in writing or by any such other means as expressly agreed upon, to make such a
distribution.



6.8 Distribution In Event Of Incapacity



If any person who is entitled to receive a distribution of benefits (the “Payee”) suffers from a
Disability or is under a legal incapacity, payments may be made in one or more of the following
ways as directed by the Plan Administrator:




     (a) to the Payee directly; or



     (b) to the guardian or legal representative of the Payee’s person or estate.


The Plan Administrator’s determination of the minority or incapacity of any Payee will be final.




6.9 Commencement Of Benefits






46









 








     (a) Unless the Participant elects otherwise, distribution of benefits will begin no later than
the sixtieth day after the close of the Plan Year in which the latest of the following events
occurs:



          (1) the Participant attains age sixty-five (65) (or Normal Retirement Age if earlier),




          (2) the tenth anniversary of the year in which the Participant commenced participation in the
Plan, or




          (3) the Participant terminates Service with the Employer.




     (b) Notwithstanding the foregoing, the failure of a Participant and Spouse (if necessary) to
consent to a distribution while a benefit is immediately distributable within the meaning of
paragraph 6.6 hereof, shall be deemed an election to defer commencement of payment of any benefit
sufficient to satisfy this paragraph.



6.10 In-Service Withdrawals



If elected in the Adoption Agreement, an Employer may elect to permit a Participant in the Plan to
make an in-service withdrawal, subject to any limitation(s) specified in the Adoption Agreement.




     (a) Unless indicated otherwise on the Adoption Agreement, a Participant may withdraw all or
any part of the fair market value of his or her Voluntary or Required After-tax Contributions as
described in Article IV, other than Elective Deferrals or Roth Elective Deferrals, upon request to
the Plan Administrator. No amount of the Employer’s Contribution will be forfeited solely as a
result of a Participant’s withdrawal of an amount pursuant to this paragraph 6.10. Unless
indicated otherwise in the Adoption Agreement, Rollover and Transfer Contributions, and the income
allocable to each, may be withdrawn at any time.



     (b) Subject to Article VIII, Joint and Survivor Annuity Requirements (if applicable) and
pursuant to the Employer’s election in the Adoption Agreement, a Participant may be eligible to
withdraw any part of his or her Qualified Voluntary Contribution account by making application to
the Plan Administrator. A request to withdraw amounts pursuant to this paragraph must be consented
to by the Participant’s Spouse, unless the Plan satisfies the safe harbor under paragraph 8.7
hereof. Spousal consent, if required, shall comply with the requirements of paragraph 6.6 relating
to immediate distributions.



     (c) A Participant may withdraw all or any part of the fair market value of his or her pre-1987
Voluntary Contributions with or without withdrawing the earnings attributable thereto. Post-1986
Voluntary Contributions may only be withdrawn along with a portion of the earnings thereon. The
amount of the earnings to be withdrawn is determined by using the formula: DA [1-(V ÷ V+E)], where
DA is the distribution amount, V is the amount of Voluntary Contributions and V+E is the amount of
Voluntary Contributions plus the earnings attributable thereto. The aggregate value of the
Participant’s Vested Account Balance derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, includes the proceeds of insurance contracts, if
any, on the Participant’s life. The provisions of this Article shall apply to a Participant who is
vested in amounts attributable to Employer contributions, Employee contributions (or both) at the
time of death or distribution.



     (d) Under a Profit Sharing Plan and to the extent that the Employer elects in the Adoption
Agreement, the Participant is required to satisfy at least one of the following conditions to make
an in-service withdrawal of all or any part of the Participant’s vested Non-Safe Harbor Matching
Contributions and Non-Elective Contributions.



          (1) An Employee who has been a Participant in the Plan for at least five (5) years may, prior
to separating from Service with the Employer, elect to withdraw all or any part of the vested
Non-Safe Harbor Matching Contributions and Non-Elective contributions.




          (2) Vested Non-Safe Harbor Matching and Non-Elective Contributions which have been in the Plan
for at least two (2) years may be withdrawn.




          (3) A Participant who has
attained age 591/2 may, prior to separation from Service, elect to
withdraw all or any part of their vested Non-Safe Harbor Matching Contributions and Non-Elective
contributions.




          (4) A Participant may also be required to be 100% vested before a withdrawal can be made for
any of the reasons above.




          (5) The Employer may require any or all of these conditions to be satisfied prior to an
in-service distribution being made from the Plan.




     (e) Unless otherwise elected by the Employer in the Adoption Agreement, Elective Deferrals,
Roth Elective Deferrals, Qualified Non-Elective Contributions, Safe Harbor Matching and
Non-Elective Contributions, and Qualified Matching Contributions, and income allocable to each, are
not distributable to a Participant earlier than



47









 




upon severance of employment (separation from Service for Plan Years beginning before 2002), death,
or Disability. Such amounts may also be distributed upon:




          (1) termination of the Plan without the establishment of another Defined Contribution Plan
other than an employee stock ownership plan [as defined in Code Section 4975(e)(7)] or a Simplified
Employee Pension Plan [as defined in Code Section 408(k)], or a SIMPLE IRA plan [as defined in Code
Section 408(p)], a Plan or contract described in Code Section 403(b) or a Plan described in Code
Section 457(b) or (f) at any time during the period beginning on the date of Plan termination and
ending twelve (12) months after all assets have been distributed from the Plan. Such distribution
must be made in a lump sum;




          (2) the attainment of age 591/2 in the
case of a profit-sharing plan; or




          (3) the Hardship of a Participant as described in paragraph 6.11 (excluding Safe Harbor
Matching and Safe Harbor Non-Elective Contributions).




     (f) An in-service withdrawal shall not be eligible for redeposit to the Trust. A withdrawal
under this paragraph shall not prohibit such Participant from sharing in any future Employer
contribution he or she would otherwise be eligible to receive. Payment will be made in accordance
with the administrative policy set by the Employer.



     (g) Notwithstanding any provisions of the Plan to the contrary, to the extent that any
optional form of benefit under this Plan permits a distribution prior to the Participant’s
retirement, death, Disability, or separation from Service, and prior to Plan termination, the
optional form of benefit shall not be available with respect to benefits attributable to assets
(including the post-transfer earnings thereon) and liabilities that are transferred within the
meaning of Code Section 414(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities attributable to
Voluntary After-tax Contributions).



     (h) If elected in the Adoption Agreement, a Participant may withdraw any amount not in excess
of the vested amount of Non-Elective Contributions, Elective Deferrals, Roth Elective Deferrals and
Matching Contributions, if the withdrawal is made after the Participant attains age 591/2.



     (i) If a distribution is made at a time when a Participant has a nonforfeitable right to less
than 100% of the account balance derived from Employer contributions and the Participant may
increase the nonforfeitable percentage in the account:



          (1) a separate account will be established for the Participant’s interest in the Plan as of
the time of the distribution, and




          (2) at any relevant time the Participant’s nonforfeitable portion of the separate account will
be equal to an amount (“X”) determined by the formula: X = P [AB + D] - D. For purposes of
applying the formula: “P” is the nonforfeitable percentage at the relevant time, “AB” is the
account balance at the relevant time, “D” is the amount of the distribution.




     (j) Effective August 17, 2006, a Participant who is ordered or called to active duty after
September 11, 2001 may take a Qualified Reservist Distribution if the following are satisfied:



          (1) the distribution consists solely of Elective Deferrals in a
Code Section 401(k) Plan;




          (2) the Participant was ordered or called to active duty for a period in excess of one hundred
and seventy nine (179) days or for an indefinite period; and




          (3) the distribution from the Plan is made during the period which begins on the date of such
order or call and ends at the close of the active duty period.



The ten percent (10%) early withdrawal penalty tax will not apply to a Qualified Reservist
Distribution which meets the requirements stated above.




     (k) Unless elected otherwise on the Adoption Agreement, the Plan Administrator may implement
on a uniform and nondiscriminatory basis an ordering rule for in-service withdrawals from a
Participant’s account attributable to pre-tax Elective Deferrals or Roth Elective Deferrals.



48









 





6.11 Hardship Withdrawals



If elected in the Adoption Agreement, a Participant may request a Hardship withdrawal as provided
in this paragraph. If applicable, Hardship withdrawals are subject to the spousal consent
requirements in Code Sections 401(a)(11) and 417. A request to make a withdrawal on account of
Hardship must be consented to by the Participant’s Spouse unless the Plan satisfies the safe harbor
provisions under paragraph 8.7 hereof. Spousal consent, if required, shall comply with the
requirements of paragraph 6.6 relating to immediate distributions.



If elected in the Adoption Agreement, a Participant shall be permitted to make a Hardship
withdrawal of any amount attributable to the vested portion of Elective Deferrals or Roth Elective
Deferrals and (i) any earnings credited to a Participant’s account on Elective Deferrals and (ii)
Qualified Non-Elective and Qualified Matching Contributions and earnings thereon credited to a
Participant’s Account — as of the later of December 31, 1988 and the end of the last Plan Year
ending before July 1, 1989. Unless elected otherwise in the Adoption Agreement, vested
Non-Elective Contributions, Matching Contributions, Rollover Contributions, Transfer Contributions
and the income allocable to each (without regard to attainment of age 591/2 or Disability) may be
available for Hardship withdrawal if the Participant establishes that an immediate and heavy
financial need exists and the withdrawal is necessary to satisfy such financial need. A Participant
may withdraw all or any part of the fair market value of his or her Voluntary or Required After-tax
Contributions due to a Hardship upon request to the Plan Administrator. Such request shall be made
in accordance with procedures adopted by the Plan Administrator or his or her designate, who shall
have sole authority to authorize and direct a Hardship withdrawal pursuant to the following rules:




     (a) For purposes of this paragraph, an immediate and heavy financial need of the Employee is
one which cannot reasonably be relieved by borrowing from commercial sources on reasonable
commercial terms in an amount sufficient to satisfy the need. In any event, a Hardship
distribution may not be requested in excess of the amount of the immediate and heavy financial need
described at paragraph (b) including amounts necessary to pay any Federal, state or local income
taxes or penalties reasonably anticipated to result from the distribution.



     (b) An immediate and heavy financial need exists when the Hardship withdrawal will be used to
pay the following:



          (1) expenses incurred or necessary for medical care that would be deductible under Code
Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross
income) of the Participant, his or her Spouse, children and other dependents;




          (2) the cost directly related to the purchase (excluding mortgage payments) of the principal
residence of the Participant;




          (3) payment of tuition and related educational expenses (including but not limited to expenses
associated with room and board) for up to the next twelve (12) months of post-secondary education
for the Participant, his or her Spouse, children or other dependents [as defined in Code Section
152, and for the taxable years beginning or after January 1, 2005, without regard to Code Sections
152(b)(1), (b)(2) and (d)(1)(B)];




          (4) the need to prevent eviction of the Participant from, or a foreclosure on the mortgage of,
the Participant’s principal residence;




          The following reasons constituting an immediate and heavy financial need that permit a
Hardship Withdrawal application shall apply for Plan Years beginning after December 31, 2005,
unless adopted earlier by the Employer:




          (5) payments for burial or funeral expenses for the Participant’s deceased parent, Spouse,
child or dependent [as defined in Code Section 152, and for taxable years beginning on or after
January 1, 2005, without regard to Code Section 152(d)(1)(B)]; or




          (6) expenses for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under Code Section 165 (determined without regard to whether the
loss exceeds 10% of adjusted gross income).




     (c) A distribution is not treated as necessary to satisfy an immediate and heavy financial
need of a Participant to the extent the need may be relieved from other resources that are
reasonably available to the Participant. For purposes of this paragraph, the Participant’s
resources are deemed to include those assets of the Participant’s Spouse and minor children that
are reasonably available to the Participant. However, property held for the Participant’s child
under an irrevocable trust or under the Uniform Gifts to Minors Act (or comparable state law) is
not treated as a resource of the Participant.


If the Plan Administrator approves a request for a Hardship withdrawal, funds shall be withdrawn
from the contribution sources as elected in the Adoption Agreement unless provided otherwise by the
Plan Administrator in an administrative procedure. Liquidation of a Participant’s assets for the
purpose of a Hardship withdrawal will be





49









 







allocated on a pro-rata basis across all the investment alternatives in a Participant’s account,
unless otherwise provided by a directive from the Plan Administrator or by the Plan Participant.



If Elective Deferrals (including Roth Elective Deferrals, if any), Voluntary After-tax, or Required
After-tax Contributions are suspended under this plan as required under Regulations Section
1.401(k)-1(d)(3)(iv)(E)(2), such amounts will be suspended for all plans maintained by the Employer
(other than benefits under Code Section 125 plans) for six (6) months after the receipt of the
Hardship distribution. The Code Section 402(g) limit for 2002 does not have to be reduced with
respect to a Participant who has received a Hardship distribution in calendar year 2001.




     (d) The Plan Administrator may implement on a uniform and nondiscriminatory basis an ordering
rule for Hardship withdrawals from a Participant’s account attributable to pre-tax Elective
Deferrals or Roth Elective Deferrals.



     (e) Effective August 17, 2006, if Hardship withdrawals are permitted in the Plan, the Plan’s
Hardship withdrawal provisions will apply to the Participant’s Beneficiary in addition to the
Participant’s Spouse or dependent, if permitted by the Plan Administrator. The Beneficiary to
which this applies must have an unconditional right to all or a portion of the Participant’s
account balance under the Plan upon the Participant’s death.



     (f) Special Rules For Hurricane-Related Hardship Distributions. The following provisions shall
apply to distributions on account of financial hardship granted by Plan sponsors to qualified Plan
Participants whose principal residence was in a federally proclaimed disaster area affected by
Hurricane Katrina, Hurricane Rita or Hurricane Wilma, and as a result of any or all of such
Hurricanes, incurred an economic loss (a “Qualified Hurricane-related Distribution”). For purposes
of these provisions, such rules will apply to Qualified Hurricane-related Distributions that took
place at any time on or after August 25, 2005 and before January 1, 2007, with respect to Hurricane
Katrina, at any time on or after September 23, 2005 and before January 1, 2007, with respect to
Hurricane Rita, and at any time on or after October 23, 2005 and before January 1, 2007, with
respect to Hurricane Wilma.



          (1) Such Qualified Hurricane-related Distribution(s) on account of financial hardship from the
Plan, when combined with all distributions obtained from all qualified plans maintained by the
Employer or any other member of the Employer’s controlled group, shall not exceed $100,000.
Further, the aggregate amount of Qualified Hurricane-related Distribution(s) received by a
Participant for any taxable year shall not exceed the excess of $100,000, over the aggregate
amounts treated as Qualified Hurricane-related Distributions received by the Participant for all
previous taxable years.




          (2) Repayment Rights. A Participant-recipient of a Qualified Hurricane-related Distribution
shall have the right at any time during a three-year period commencing as of the day after the date
that the Qualified Hurricane-related Distribution is received, to make a repayment or repayments of
said distribution to the Plan (or another Eligible Retirement Plan) in an amount not exceeding the
principal amount of the Qualified Hurricane-related Distribution. Further, a Participant-recipient
of a Qualified Hurricane-related Distribution for the purchase of a principal residence may make a
repayment or repayments of said distribution to the Plan (or another Eligible Retirement Plan) in
an amount not exceeding the principal amount of the Qualified Hurricane-related Distribution if
said repayment occurred during the period commencing on August 25, 2005 and ending February 28,
2006 with respect to a Hurricane Katrina-related distribution, during a period commencing on
September 23, 2005 and ending February 28, 2006 with respect to a Hurricane Rita-related
distribution, or during a period commencing on October 23, 2005 and ending February 28, 2006 with
respect to a Hurricane Wilma-related distribution.




          (3) A Qualified Hurricane-related Distribution shall not be subject to the tax treatment that
applies to an Eligible Rollover Distribution and shall be deemed to not violate the prohibitions on
early distribution that apply to elective contributions made to Code Section 401(k) plans, Code
Section 403(b) arrangements and eligible Code Section 457 plans.




          (4) Additionally, the Plan could have provided for special hurricane—related distributions to
Plan Participants who lived or worked in the Hurricane Katrina disaster area that qualified for
individual relief from the Federal Emergency Management Agency. Similar relief is not available
for Hurricanes Rita and Wilma. These special distributions could also have been made available to
Plan Participants residing outside the disaster area if they had a child, parent, grandparent or
other dependent that lived or worked in the disaster area. In order to qualify for the special
relief provided herein, the distribution had to be made by March 31, 2006. The six-month
suspension on further deferrals is not applicable. These distributions were not restricted to the
reasons specified in subparagraph 6.11(b). Plan Participants who received a distribution under
this paragraph, who themselves were not the victims of Hurricane Katrina, may not take advantage of
the special repayment rules provided at (2) immediately above. The increase in the withdrawal
limit to $100,000 as specified in (1) above also did not apply to these withdrawals.




     (g) Emergency Economic Stabilization Act (“EESA”) — Qualified Disaster Recovery Assistance
Distributions/Recontributions Of Withdrawals Taken For Home Purchases



50









 





          (1) Participants who were directly affected by floods, severe storms or tornadoes that were in
presidentially-declared (FEMA) Midwestern disaster areas between May 20, 2008 and before August 1,
2008, shall have access to the following relief, if they (i) resided in specified affected counties
of Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska or Wisconsin
(“Midwestern Disaster Area”) on the “applicable disaster date” and (ii) were entitled to individual
and/or public assistance from the federal government under EESA with respect to damage caused by
the disaster. The “applicable disaster date” is the date on which the severe storms, tornadoes and
flooding occurred in such affected county in the Midwestern Disaster Area.



Such individuals are eligible to apply for a “Qualified Disaster Recovery Assistance Distribution”
from the Plan that will be made on or after the applicable disaster date and before January 1,
2010. Any such distribution (i) may not exceed $100,000 per individual; (ii) is exempt from the
10% IRS early distribution penalty tax; (iii) is not eligible for rollover and therefore is not
subject to mandatory 20% federal tax withholding; (iv) Participants receiving such distribution(s)
are permitted to spread the income tax resulting from receipt of the distribution(s) ratably over 3
years; and (v) may be repaid within 3 years to a traditional IRA, a Code Section 401(a) or 403(a)
qualified plan, a governmental 457(b) plan or a 403(b) plan in which the individual is
participating, which is eligible to receive a rollover contribution.




          (2) Recontributions of Withdrawals for Home Purchases — Individuals who took a hardship
withdrawal from the Plan to purchase a home in the Midwestern Disaster Area may recontribute such
distribution to the Plan or to a traditional IRA tax-free. Such amount must be recontributed
within five (5) months after the date of enactment of EESA (i.e., by March 3, 2009) in order to
receive favorable tax treatment.



The relief set forth in the preceding paragraph requires that the hardship withdrawal have been
made at least six (6) months before the applicable disaster date and that the home purchase was not
finalized due to such disaster.




6.12 Direct Rollovers




     (a) This paragraph applies to distributions made after December 31, 2001. Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a Distributee’s election under
this part, a Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution that is equal to at least
$500 paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover. If an Eligible Rollover Distribution is less than $500, a Distributee may not make the
election described in the preceding sentence to rollover a portion of the Eligible Rollover
Distribution.



     (b) [Reserved]



     (c) Definitions




          (1) Eligible Rollover Distribution — See paragraph 1.34 for definition of Eligible Rollover
Distribution.




          (2) Eligible Retirement Plan — See paragraph 1.33 for definition of Eligible Retirement Plan.




          (3) Distributee — A Distributee includes an Employee or former Employee. In addition, the
Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or
former Spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in
Code Section 414(p), are Distributees with regard to the interest of the Spouse or former Spouse.




          (4) Direct Rollover — A Direct Rollover is a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.




     (d) A Participant may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan or individual retirement account specified by the Participant in a Direct
Rollover, to the extent permitted by Treasury regulations or the Code. Any portion of a
distribution that is not paid directly to an Eligible Retirement Plan or individual retirement
account, pursuant to such Participant’s direction shall be distributed to the Participant. For
purposes of this paragraph, a surviving Spouse or a Spouse or former Spouse who is an alternate
payee under a Qualified Domestic Relations Order as defined in Code Section 414(p), will be
permitted to elect to have any Eligible Rollover Distribution paid directly to an individual
retirement account (IRA) or an individual retirement annuity (IRA) or to another Qualified Plan in
which the alternate payee is a participant.



     (e) If the entire Vested Account Balance is not eligible for a Direct Rollover of benefits as
described in (a) above, the Participant may either make an elective transfer of the entire Vested
Account Balance pursuant to the procedure described at paragraph 4.5 or a Direct Rollover of the
portion which can be rolled over as described in (a) above and an elective transfer of the rest as
described in paragraph 4.5 herein.



51









 





     (f) After December 31, 2001, the elective transfer of distributable benefits will be available
only if the Direct Rollover provisions of Code Section 401(a)(31) would not be available to
transfer the Participant’s entire Vested Account Balance to the transferee plan. This elective
transfer option will only be available in the following circumstances:



          (1) The Plan does not have a single sum distribution option available. The benefits are
distributable only in a periodic payment method.




          (2) The distribution includes benefits that are not eligible for rollover treatment, including
benefits attributable to after-tax contributions, required minimum distributions or other amounts
that have previously been included in income.



For purposes of this paragraph 6.12, a portion of the distribution shall not fail to be an Eligible
Rollover Distribution merely because the portion consists of Voluntary After-tax Contributions that
are not includible in gross income. However, such portion may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or (b), or to a qualified Defined
Contribution Plan described in Code Section 401(a) or 403(a) that agrees to separately account for
amounts so transferred, including separately accounting for the portion of such distribution which
is includible in gross income and the portion of such distribution which is not so includible.




     (g) When a portion of a distribution is from a Roth Elective Deferral Account, the rollover of
any such distribution pursuant to Code Section 402A(c)(3) must be accomplished through a Direct
Rollover and can only be made to a plan qualified under Code Section 401(a) which agrees to
separately account for the amount not includible in income. The transferring Plan shall report the
amount of the investment in the contract (contributions as well as associated earnings) and the
first year of the five (5) year period to the recipient plan so that the recipient plan will not
need to rely on the information from the Distributee.


For purposes of this paragraph, the five (5) taxable year period of Plan participation is the
period of five (5) consecutive taxable years that begins with the first day of the first taxable
year in which the Participant makes a designated Roth Elective Deferral to any designated Roth
Elective Deferral Account established for the Participant under the same plan and ends when five
(5) consecutive taxable years have been completed. For this purpose, the first taxable year in
which a Participant makes a designated Roth Elective Deferral is the year in which the amount is
first includible in the Participant’s gross income.




     (h) A Direct Rollover of a distribution from a Roth Elective Deferral Account under this Plan
will be made to another Roth Elective Deferral Account under an applicable retirement plan
described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to
the extent the rollover is permitted under Code Section 402(c). The Plan shall not provide for a
Direct Rollover (including an automatic rollover) of distributions from a Participant’s Roth
Elective Deferral Account if the amount of the distributions that are Eligible Rollover
Distributions are reasonably expected to total less than $200 during a year. In addition, any
distribution from a Participant’s Roth Elective Deferral Account are not taken into consideration
in determining whether distributions from a Participant’s other accounts are reasonably expected to
total less than $200 during a year.



     (i) Effective for distributions made after December 31, 2006, in the case of an Eligible
Rollover Distribution to a non-spouse Designated Beneficiary defined in paragraph 1.21, an Eligible
Retirement Plan is an individual retirement or individual retirement annuity as defined in Code
Sections 408(a) and 408(b) that is treated as an inherited IRA. If an amount is distributed from a
Plan and is received by a non-spouse Beneficiary, the distribution is not eligible for rollover.


For Eligible Rollover Distributions by a non-spouse Designated Beneficiary which are not
attributable to distributions from a Roth Elective Deferral Account, an Eligible Retirement Plan
shall also include a Roth IRA as described in Code Section 408A, provided that for Eligible
Rollover Distributions made in 2008 or in 2009, the same income and tax filing status restrictions
that apply to a rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a
Roth IRA from accounts other than a Roth Elective Deferral Account. A non-spouse Designated
Beneficiary, other than a former Spouse who is an Alternate Payee under a qualified Domestic
Relations Order, cannot elect to treat the Roth IRA as his or her own. In the case of a rollover
where the non-spouse Designated Beneficiary cannot treat the Roth IRA as his or her own, required
minimum distributions from the Roth IRA are determined in accordance with Notice 2007-7, Q&As 17,
18 and 19 and any subsequent IRS guidance. For taxable years beginning before January 1, 2010, a
non- spouse Designated Beneficiary cannot make a qualified rollover contribution to a Roth IRA from
an Eligible Retirement Plan other than a Roth IRA, if he or she has modified adjusted gross income
exceeding $100,000 or is married and files a separate return.



For purposes of this paragraph, to the extent provided in rules prescribed by the Secretary, a
trust maintained for the benefit of one or more designated beneficiaries shall be treated in the
same manner as a Designated Beneficiary.






52









 








6.13 Participant’s Notice



In the event that a Participant’s benefit becomes payable under Plan terms or if a Participant
requests distribution of his or her benefit, the Plan Administrator shall provide such Participant
with a notice regarding distribution of such benefit. The notice shall describe any Plan related
information regarding the distribution including the Joint and Survivor Annuity requirements
provided at paragraph 6.6(d), if applicable, the normal and optional forms of payment provided at
paragraph 6.7, and the information required in connection with an Eligible Rollover Distribution.
Information in connection with an Eligible Rollover Distribution shall include the right to have
the funds transferred directly to another Qualified Plan or individual retirement account, the
income tax withholding requirements, the rollover rules with respect to amounts distributed to the
Participant, the default Direct Rollover provisions of Vested Account Balances greater than $1,000
but less than or equal to $5,000 (including any other appropriate information such as the name and
address, and telephone number of the IRA Trustee and information regarding IRA maintenance and
withdrawal fees and how the IRA funds will be invested), and the general tax rules which apply to
such distributions. Such notice shall be provided to the Participant within the time period
prescribed at paragraph 6.6(d) hereof or, if the safe harbor provisions of paragraph 8.7 are
applicable, not less than thirty (30) days prior to the Annuity Starting Date, subject to a waiver
period of a lesser number of days if elected by the Participant and if applicable, their Spouse. A
default Direct Rollover will occur not less than thirty (30) days and not more than ninety (90)
days after such notice with the explanation of the default Direct Rollover is provided to the
separating Participant.




6.14 Assets Transferred From Money Purchase Pension Plans



Notwithstanding any provision of this Plan to the contrary, to the extent that any optional form of
benefit under this Plan permits a distribution prior to the Employee’s retirement, death,
Disability, or severance from employment, and prior to Plan termination, the optional form of
benefit shall not be available with respect to benefits attributable to assets (including the
associated post-transfer earnings) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under Code Section 401(a)
(other than any portion of those assets and liabilities attributable to Voluntary After-tax
Contributions).




6.15 Assets Transferred From A Code Section 401(k) Plan



If the Plan receives a direct transfer (by merger or otherwise) of Elective Deferrals or Roth
Elective Deferrals (or amounts treated as Elective Deferrals) under a Plan with a Code Section
401(k) arrangement, the distribution restrictions of Code Sections 401(k)(2) and 401(k)(10)
continue to apply to those transferred Elective Deferrals.




6.16 Death Benefits Under USERRA-Qualified Active Military Service



Effective for deaths occurring on or after January 1, 2007, in the case of a Participant who dies
while performing qualified military service [as defined in Code Section 414(u)], the survivors of
the Participant are entitled to any additional benefits (other than benefit accruals relating to
the period of qualified military service) provided under the Plan (e.g., accelerated vesting, any
ancillary life insurance benefits, and any other survivor’s benefits provided under the Plan that
are contingent on a Participant’s termination of employment on account of death) had the
Participant resumed and then terminated employment on account of death, in accordance with Code
Section 401(a)(37), Notice 2010-15, and any other IRS guidance.



If elected in the Adoption Agreement, then effective as of the date indicated as part of such
Adoption Agreement election, the following will apply:



An individual who dies or incurs a Disability while performing qualified military service with
respect to the Employer maintaining the Plan, will be treated as if the individual had resumed
employment in accordance with the individual’s reemployment rights under USERRA, on the day
preceding death or Disability (as the case may be) and terminated employment on the actual date of
death or Disability. In the case of any such treatment, and subject to the following paragraphs,
any full or partial compliance by such Plan with respect to the benefit accrual requirements of
Code Section 414(u)(8) with respect to such individual shall be treated as if such compliance were
required under USERRA.




     (a) With respect to the Employer maintaining the retirement plan, all individuals performing
qualified military service who die or become disabled as a result of performing qualified military
service, prior to reemployment by the Employer, are to be credited with Service and benefits on
reasonably equivalent terms.



     (b) The amount of Employee contributions and the amount of Elective Deferrals of an individual
treated as reemployed on the day before death or Disability shall be determined on the basis of the
individual’s average actual Employee contributions or Elective Deferrals for the lesser of:



          (1) the twelve (12) month period of Service with the Employer immediately prior to qualified
military service, or




          (2) if Service with the Employer is less than such twelve (12) month period, the actual length
of continuous Service with the Employer.





53









 








6.17 Special Code Section 414(u)(12)(B) Rule For Distributions — Deemed Severance From Employment



Effective January 1, 2010, during the period (after more than 30 days) that an individual is on
active duty in the uniformed services (as defined in Chapter 43 of Title 38, United States Code),
he or she shall be treated as having been severed from employment with the Employer for purposes of
receiving a distribution from the Plan under Code Section 401(k)(2)(B)(i)(I). If such individual
elects to receive a distribution from the Plan under Code Section 401(k) pursuant to this rule, he
or she may not make an Elective Deferral (or Employee contribution, if applicable) to the Plan
during the six (6) month period beginning on the date of the distribution.






54









 








ARTICLE VII

DISTRIBUTION REQUIREMENTS




7.1 Joint And Survivor Annuity Requirements



All distributions made under the terms of this Plan must comply with the provisions of Article VIII
including, if applicable, the safe harbor provisions thereunder.




7.2 Designation Of Beneficiary



If a Participant completes or has completed a Beneficiary designation in which the Participant
designates his or her Spouse as the Beneficiary, and the Participant and the Participant’s Spouse
are legally divorced subsequent to the date of such designation, then the designation of such
Spouse as a Beneficiary hereunder will be deemed null and void unless the Participant, subsequent
to the legal divorce, reaffirms the designation by completing a new Beneficiary designation form.




     (a) For purposes of the Plan, a Beneficiary is the person or persons designated as such in
accordance with Code Section 401(a)(9) and the Regulations thereunder by the Participant or by the
Participant’s surviving Spouse if the Participant’s surviving Spouse is entitled to receive
distributions under the Plan. Such a designation by the Participant’s surviving Spouse, however,
shall relate solely to the distributions to be made under the Plan after the death of both the
Participant and the surviving Spouse. A Beneficiary designation shall be communicated to the Plan
Administrator on a form or other type of communication acceptable to the Plan Administrator for use
in connection with the Plan, signed by the designating person, and filed with the Plan
Administrator during the designating person’s lifetime. The form may name individuals, trusts or
estates to take upon the contingency of survival and may specify or limit the manner of
distribution thereto. In the event a Participant or the Participant’s surviving Spouse, as the
case may be, fails to properly designate a Beneficiary (including, as improper, a designation to
which the Participant’s surviving Spouse did not properly consent) or in the event that no properly
designated Beneficiary survives the Participant or the Participant’s surviving Spouse, as
applicable, then the Beneficiary of such person shall be his surviving Spouse or, if none, his
issue per stirpes or, if no issue, the Participant’s surviving parents in equal shares, or if no
surviving parents, then to the Participant’s estate.



          The Beneficiary designation last accepted by the Plan Administrator during the designating
person’s lifetime before such distribution is to commence shall be controlling and, whether or not
fully dispositive of the vested portion of the account of the Participant involved, thereupon shall
revoke all such forms previously filed by that person.




     (b) Notwithstanding subparagraph (a), the designation by a married Participant of any
Beneficiary other than the Participant’s Spouse, or the change of any such Beneficiary to a new
Beneficiary other than the Participant’s Spouse, shall not be valid unless made in writing and
consented to by the Participant’s Spouse. The Spouse’s consent to such designation must be made in
the manner described in this paragraph.



     (c) Any Beneficiary designation made and in effect under a Qualified Plan immediately prior to
that Plan’s amendment and continuation in the form of this Plan shall be deemed to be a valid
Beneficiary designation filed under this Plan to the extent consistent with this Plan. If such
Beneficiary designation was made with respect to a Qualified Plan that permitted the Participant to
designate without spousal consent a Beneficiary to receive 50% of the Participant’s account balance
in the event of the Participant’s death, with respect to such Beneficiary designation under this
Plan, this paragraph shall be applied by application of 50% of the vested portion of the
Participant’s account toward the purchase of a Qualified Pre-Retirement Survivor Annuity and the
balance of the Participant’s account shall be paid to the Designated Beneficiary pursuant to the
provisions of Article VIII. In such event, the amount of Voluntary After-tax Contributions applied
to the purchase of the annuity shall be in the same proportion as the Voluntary After-tax
Contributions bear to the entire Participant’s account.



     (d) In the absence of a Beneficiary designation or other directive from the deceased
Participant to the contrary, any Beneficiary may name his or her own Beneficiary to receive any
benefits which may be payable in the event of the Beneficiary’s death prior to the receipt of all
the Participant’s death benefits to which the Beneficiary was entitled.



     (e) Notwithstanding any provision in this section, any Beneficiary named hereunder will be
considered a contingent Beneficiary until the death of the Participant (or Beneficiary, as the case
may be), and until such time will have no rights granted to Beneficiaries under the Plan.



7.3 Minimum Distribution Requirements



Subject to the Joint and Survivor Annuity requirements of the Plan, if applicable, the requirements
of this Article VII concerning the minimum distribution requirements of Code Section 401(a)(9)
shall apply to any distribution of a Participant’s interest and will take precedence over any
inconsistent provisions of this Plan. All distributions required under this Article shall be
determined and made in accordance with the minimum distribution requirements of Code Section
401(a)(9) and the Regulations issued thereunder, including the minimum distribution incidental
benefit rules found at Code Section 401(a)(9)(G). The entire interest of a Participant must be
distributed or begin to be distributed





55









 







no later than the Participant’s Required Beginning Date. Life Expectancy and joint and last
survivor life expectancies are computed by using the applicable tables found in Regulations Section
1.401(a)(9)-9. The provisions of this Article will apply for purposes of determining required
minimum distributions for calendar years beginning with the 2003 calendar year. Notwithstanding the
other provisions of this Article, distributions may be made under a designation made before January
1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act
(“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.



Notwithstanding the foregoing, a Participant or Beneficiary who would have been required to receive
required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009
RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal
to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that
include the 2009 RMDs) made at least annually and expected to last for the life (or life
expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and
the Participant’s Designated Beneficiary, or for a period of at least 10 years (“Extended 2009
RMDs”), will receive those distributions for 2009 unless the Participant or Beneficiary chooses not
to receive such distributions. Participants and Beneficiaries described in the preceding sentence
will be given the opportunity to elect to stop receiving the distributions described in the
preceding sentence. In addition, notwithstanding Section 6.12 of the Plan, and solely for purposes
of applying the direct rollover provisions of the Plan, certain additional distributions in 2009,
as chosen by the Employer in the Adoption Agreement, will be treated as Eligible Rollover
Distributions.



If no election is made by the Employer in the Adoption Agreement, a direct rollover will be offered
only for distributions that would be Eligible Rollover Distributions without regard to Code Section
401(a)(9)(H).




7.4 Limits On Distribution Periods



As of the First Distribution Calendar Year, distributions, if not made in a single sum, may only be
made over one of the following periods (or a combination thereof):




     (a) the life of the Participant,



     (b) the life of the Participant and a Designated Beneficiary,



     (c) a period certain not extending beyond the life expectancy of the Participant, or



     (d) a period certain not extending beyond the joint and last survivor life expectancy of the
Participant and a Designated Beneficiary.



7.5 Required Beginning Date



The Participant’s entire interest will be distributed, or begin to be distributed, to the
Participant no later than the Participant’s Required Beginning Date as defined at paragraph 1.85.




7.6 Death Of Participant Before Distributions Begin



If the Participant dies before required distributions begin, the Participant’s entire interest will
be distributed, or begin to be distributed, no later than as follows:




     (a) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary,
then, except as provided in the Adoption Agreement, distributions to the surviving Spouse will
begin by December 31 of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant would have
attained age 701/2, if later.



     (b) If the Participant’s surviving Spouse is not the Participant’s sole Designated
Beneficiary, then, except as provided in the Adoption Agreement, distributions to the Designated
Beneficiary will begin by December 31 of the calendar year immediately following the calendar year
in which the Participant died.



     (c) If there is no Designated Beneficiary as of the date of the Participant’s death who
remains a Beneficiary as of September 30 of the year immediately following the year of the
Participant’s death, the Participant’s entire interest will be distributed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.



     (d) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and
the surviving Spouse dies after the Participant but before distributions to the surviving Spouse
begin, this paragraph 7.6, with the exception of paragraph 7.6(a), will apply as if the surviving
Spouse were the Participant.


For purposes of this paragraph and paragraphs 7.10 and 7.11, unless subparagraph 7.6(d) applies,
distributions are considered to begin on the Participant’s Required Beginning Date. If
subparagraph 7.6(d) applies, distributions are considered to begin on the date distributions are
required to begin to the surviving Spouse under paragraph 7.6(a). If distributions under an
annuity purchased from an insurance company irrevocably commence to the Participant before





56









 







the Participant’s Required Beginning Date [or to the Participant’s surviving Spouse before the date
distributions are required to begin to the surviving Spouse under paragraph 7.6(a)], the date
distributions are considered to begin is the date distributions actually commence.




7.7 Forms Of Distributions



Unless the Participant’s interest is distributed in the form of an annuity purchased from an
insurance company or in a single sum on or before the Required Beginning Date, as of the First
Distribution Calendar Year distributions will be made in accordance with paragraph 7.8 through
paragraph 7.11. If the Participant’s interest is distributed in the form of an annuity purchased
from an insurance company, distributions thereunder will be made in accordance with the
requirements of Code Section 401(a)(9) and the corresponding Treasury Regulations.




7.8 Amount Of Required Minimum Distribution For Each Distribution Calendar Year



During the Participant’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:




     (a) the quotient obtained by dividing the Participant’s account balance including Roth
Elective Deferrals by the distribution period set forth in the Uniform Lifetime Table found in
Regulations Section 1.401(a)(9)-9, Q&A-2, using the Participant’s age as of the Participant’s
birthday in the Distribution Calendar Year; or



     (b) if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the
Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance by the
number in the Joint and Last Survivor Table set forth in Regulations Section 1.401(a)(9)-9, Q&A-3,
using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays
in the Distribution Calendar Year.



7.9 Lifetime Required Minimum Distributions Continue Through Year Of Participant’s Death



Required minimum distributions will be determined under this paragraph and paragraph 7.8 beginning
with the first Distribution Calendar Year and continuing up to and including the Distribution
Calendar Year that includes the Participant’s date of death.




7.10 Death On Or After Required Distributions Begin




     (a) Participant Survived By Designated Beneficiary —  If the Participant dies on or after the
date distributions begin and there is a Designated Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the longer of the remaining life
expectancy of the Participant or the remaining life expectancy of the Participant’s Designated
Beneficiary, determined as follows:



          (1) The Participant’s remaining life expectancy is calculated in accordance with the Single
Life Table found in Regulations Section 1.401(a)(9)-9, Q&A-1, using the age of the Participant in
the year of death, reduced by one (1) for each subsequent year.




          (2) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary,
the remaining life expectancy of the surviving Spouse is calculated in accordance with the Single
Life Table found in Regulations Section 1.401(a)(9)-9, Q&A-1, for each Distribution Calendar Year
after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s
birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s
death, the remaining life expectancy of the surviving Spouse is calculated using the age of the
surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by
one (1) for each subsequent calendar year.




          (3) If the Participant’s surviving Spouse is not the Participant’s sole Designated
Beneficiary, the Designated Beneficiary’s remaining life expectancy is calculated under the Single
Life Table using the age of the Beneficiary in the year following the year of the Participant’s
death, reduced by one (1) for each subsequent year.




     (b) No Designated Beneficiary —  If the Participant dies on or after the date required
distributions begin and there is no Designated Beneficiary as of the Participant’s death who
remains a Beneficiary as of September 30 of the year after the year of the Participant’s death, the
minimum amount that will be distributed for each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the Participant’s account balance by the
Participant’s remaining life expectancy calculated under the Single Life Table, using the age of
the Participant in the year of death, reduced by one (1) for each subsequent year.



7.11 Death Before Date Required Distributions Begin




     (a) Participant Survived By Designated Beneficiary —  If the Participant dies before the date
required distributions begin and there is a Designated Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of
the Participant’s Designated Beneficiary, determined as provided in paragraph 7.10.



57









 





     (b) No Designated Beneficiary —  If the Participant dies before the date distributions begin
and there is no Designated Beneficiary as of the date of death of the Participant who remains a
Beneficiary as of September 30 of the year following the year of the Participant’s death,
distribution of the Participant’s entire interest must be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.



     (c) Death Of Surviving Spouse Before Distributions To Surviving Spouse Are Required To Begin
—  If the Participant dies before the date distributions begin, the Participant’s surviving Spouse
is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before
distributions are required to begin to the surviving Spouse under paragraph 7.6(a), this paragraph
shall apply as if the surviving Spouse were the Participant.



7.12 Prior Pre-Retirement Distribution Options




     (a) Elimination Of Pre-Retirement Age 701/2 Distribution Option
— The pre-retirement age 701/2
distribution option will only be eliminated for Employees who reach age 701/2 in or after a calendar
year that begins after the later of December 31, 1998, or the date of adoption of this amended
Plan. The pre-retirement age 701/2 distribution option is an optional form of benefit under which
benefits payable in a particular distribution form (including any modifications that may be elected
after benefit commencement) begin at a time during the period that begins on or after January 1 of
the calendar year in which an Employee reaches age 701/2 and ends April 1 of the immediately
following calendar year.



     (b) Election To Defer — If the Plan Administrator offered an election to defer distributions,
a Participant who is not a 5% owner who reaches age 701/2 in years after 1995 and who made the
election by April 1 of the calendar year following the year in which he or she reached age 701/2 (or
by December 31, 1997, in the case of a Participant who reached age 701/2 in 1996) may defer
distribution until the calendar year following the calendar year in which his or her retirement
occurs. If the Plan Administrator does not offer such an election, or if the election is offered
but not made, the Participant will begin receiving distributions by April 1st of the
calendar year following the year in which he or she reaches age 701/2 (or by December 31, 1997 in the
case of a Participant who reached age 701/2 in 1996).



     (c) Election To Suspend — If the Plan Administrator offered an election to suspend
distributions, a Participant who is not a 5% owner who reached age 701/2 prior to 1997 and who made
the election may stop distributions and recommence by April 1 of the calendar year following the
year in which the Participant actually retires. In such an event, the Plan Administrator may elect
that a new Annuity Starting Date will begin upon the distribution recommencement date.



7.13 Transitional Rules




     (a) Notwithstanding the other requirements of this Article and subject to the requirements of
Article VIII, Joint and Survivor Annuity Requirements, distribution on behalf of any Employee,
including a 5% owner may be made in accordance with all of the following requirements, regardless
of when such distribution commences:



          (1) the distribution by the Plan is one which would not have disqualified such Plan under Code
Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984,




          (2) the distribution is in accordance with a method of distribution designated by the
Participant whose interest in the Plan is being distributed or, if the Participant is deceased, by
a Beneficiary of such Participant,




          (3) such designation was in writing, was signed by the Participant or the Beneficiary, and was
made before January 1, 1984,




          (4) the Participant had accrued a benefit under the Plan as of December 31, 1983, and




          (5) the method of distribution designated by the Participant or the Beneficiary specifies the
time at which distribution will commence, the period over which distributions will be made, and in
the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant
listed in order of priority.




     (b) A distribution upon death will not be covered by this transitional rule unless the
information in the designation contains the required information described above with respect to
the distributions to be made upon the death of the Participant.



     (c) For any distribution which commences before January 1, 1984, but continues after December
31, 1983, the Participant or the Beneficiary to whom such distribution is being made, will be
presumed to have designated the method of distribution under which the distribution is being made,
if the method of distribution was specified in writing and the distribution satisfies the
requirements in subparagraphs (a)(1) through (5) above.



58









 





     (d) If a designation is revoked, any subsequent distribution must satisfy the requirements of
Code Section 401(a)(9) and the Regulations thereunder. If a designation is revoked subsequent to
the date distributions are required to begin, the Plan must distribute by the end of the calendar
year following the calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy Code Section
401(a)(9) and the Regulations thereunder, but for the Code Section 242(b)(2) election of the Tax
Equity and Fiscal Responsibility Act of 1982. For calendar years beginning after 1988, such
distributions must meet the minimum distribution incidental benefit requirements in Regulations
Section 1.401(a)(9)-2. Any changes in the designation will be considered to be a revocation of the
designation. However, the mere substitution or addition of another Beneficiary (one not named in
the designation) under the designation will not be considered to be a revocation of the
designation, so long as such substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). In the case in which an amount is transferred or rolled
over from one plan to another plan, the rules in Regulations Section 1.401(a)(9)-8, Q&A-14 and
Q&A-15 shall apply.



7.14 Distributions To Minors And Individuals Who Are Legally Incompetent



Benefits payable to either a minor or an individual who has been declared legally incompetent shall
be paid at the direction of the conservator appointed either under a court order or applicable
state law that permits such an individual to be a court appointed guardian for the benefit of said
minor or incompetent.




7.15 Unclaimed Benefits




     (a) The Plan Administrator shall notify Participants or Beneficiaries by certified or
registered mail sent to his or her last known address of record with the Employer when their
benefits become distributable as provided at paragraph 6.10 hereof. If a Participant or
Beneficiary does not respond to the notice within ninety (90) days of the date of the notice, the
Plan Administrator may take reasonable steps to locate the Participant or Beneficiary including,
but not limited to, requesting assistance from the Employer, Employees, Social Security
Administration and/or the Internal Revenue Service.



     (b) If the Participant cannot be located after a period of twelve (12) months, or such other
period determined by the Plan Administrator, the Plan Administrator shall treat the benefit as a
forfeiture pursuant to paragraph 9.7. The forfeiture provisions of this subparagraph 7.15(b) apply
only to the Participant’s or Beneficiary’s account balance which is less than $1,000. If the
Employer does not make a contribution for the Plan Year during which the forfeiture takes place,
such amount shall first be applied to pay Plan expenses and, if there are no such expenses, it
shall then be allocated to eligible Participant accounts as if the amount were the Employer’s
contribution for such Plan Year.



     (c) If a Participant or Beneficiary later makes a claim for such benefit, the Plan
Administrator shall validate such claim and provide the Participant or Beneficiary with all notices
and other information necessary for the Participant or Beneficiary to perfect the claim. If the
Plan Administrator validates the claim for benefits, the Participant’s account balance shall be
restored to the benefit amount treated as a forfeiture. Such benefit shall not be adjusted for
investment earnings or losses during the period beginning on the date of forfeiture and ending on
the date of restoration. The funds necessary to restore the Participant’s account will first be
taken from amounts eligible for reallocation or other disposition as forfeitures with respect to
the Plan Year. If such funds do not exist or if such funds are insufficient, the Employer will
make a contribution prior to the date on which the benefit is payable to restore such Participant’s
account. Such benefit shall be paid or commence to be paid in the same manner as if the benefit
was eligible for distribution on the date the claim for benefit is validated.



     (d) The Plan Administrator shall follow the same procedure in locating and subsequently
treating as a forfeiture the benefit of a Participant or Beneficiary whose benefit has been
properly paid under Plan terms but where the Participant or Beneficiary has not negotiated the
benefit check(s).



     (e) Notwithstanding the foregoing, the Plan Administrator may establish alternative procedures
for locating and administering the benefits of missing Plan Participants, including but not limited
to reestablishing the Participant’s account.



     (f) In the event of a Plan termination, the Plan Administrator shall apply such search methods
for locating missing Participants as described in the Department of Labor Field Assistance Bulletin
2004-02 as it considers in its sole discretion appropriate under the circumstances.



     (g) In making distributions from a terminating Plan on behalf of Participants who are either
determined to be missing or who otherwise fail to elect a method of distribution in connection with
the termination of the Plan, the Plan Administrator shall comply with the relevant requirements of
proposed Treasury Regulation §2550.404a-2, without regard to the amount involved in the rollover
distribution.



59









 





     (h) Unless elected otherwise in the Adoption Agreement, if a terminated Participant cannot be
located, the Participant’s Vested Account Balance is in excess of $1,000 but not greater than
$5,000, and no Participant election has been made regarding the disposition of his or her Vested
Account Balance, the automatic rollover provisions of Code Section 401(a)(31)(B) as contained in
paragraph 6.5 shall be applied to said account.



60









 





ARTICLE VIII

JOINT AND SURVIVOR ANNUITY REQUIREMENTS




8.1 Applicability Of Provisions



The provisions of this Article shall apply to any Participant who is credited with at least one (1)
Hour of Service with the Employer and such other Participants as provided in paragraph 8.8.




8.2 Payment Of Qualified Joint And Survivor Annuity



Unless an optional form of benefit is selected pursuant to a Qualified Election within the ninety
(90) day period ending on the Annuity Starting Date, a Participant’s Vested Account Balance will be
paid in the form of a Qualified Joint and Survivor Annuity. For this purpose, a Qualified Joint
and Survivor Annuity with respect to an unmarried Participant’s Vested Account Balance will be paid
in the form of a straight life annuity. A straight life annuity means an annuity payable in equal
installments for the life of the Participant that terminates upon the Participant’s death. The
Participant may elect to have such annuity distributed upon attainment of the Early Retirement Age
under the Plan, if any.



Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period described
above shall be extended to a one-hundred-eighty (180) day period.




8.3 Payment Of Qualified Pre-Retirement Survivor Annuity



Unless an optional form of benefit has been elected within the Election Period pursuant to a
Qualified Election, if a Participant dies before benefits have commenced then the Participant’s
Vested Account Balance shall be paid in the form of a life annuity for the life of the surviving
Spouse. The surviving Spouse may elect to have such annuity distributed within a reasonable period
after the Participant’s death. If no election has been made within the Election Period prior to
the Participant’s death, the surviving Spouse shall have the right to select an optional form of
benefit after the Participant’s death. Such election will only be permitted if the surviving
Spouse is provided with a notice similar to that required under paragraph 8.5 except that the
notice will be modified to explain a life annuity rather than a Qualified Joint and Survivor
Annuity.



A Participant who does not meet the age thirty-five (35) requirement set forth in the Election
Period as of the end of any current Plan Year may make a special Qualified Election to waive the
Qualified Pre-Retirement Survivor Annuity for the period beginning on the date of such election and
ending on the first day of the Plan Year in which the Participant will attain age thirty-five (35).
Such election shall not be valid unless the Participant receives a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms as are comparable to the explanation
required under paragraph 8.5. Qualified Pre-Retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in which the Participant attains age
thirty-five (35). Any new waiver on or after such date shall be subject to the full requirements
of this Article.




8.4 Qualified Election



A Qualified Election is an election to either waive a Qualified Joint and Survivor Annuity or a
Qualified Pre-Retirement Survivor Annuity. Any such election shall not be effective unless:




     (a) the Participant’s Spouse consents in writing to the election,



     (b) the election designates a specific Beneficiary, including any class of Beneficiaries or
any contingent Beneficiaries, which may not be changed without spousal consent unless the Spouse
expressly permits designations by the Participant without any further spousal consent,



     (c) the Spouse’s consent acknowledges the effect of the election, and



     (d) the Spouse’s consent is witnessed by a Plan representative or notary public.


A Participant’s waiver of the Qualified Joint and Survivor Annuity shall not be effective unless
the election designates a form of benefit payment that may not be changed without spousal consent
unless the Spouse expressly permits designations by the Participant without any further spousal
consent. If it is established to the satisfaction of the Plan Administrator that the Participant
is unmarried or that the Spouse cannot be located, a waiver will be deemed a Qualified Election.
Any consent by a Spouse obtained under this provision (or establishment that the consent of a
Spouse cannot be obtained) shall be effective only with respect to such Spouse. A consent that
permits designations by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a
specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A Participant may revoke a prior waiver without the consent of the
Spouse at any time before the commencement of benefits. The number of revocations shall not be
limited. No consent obtained under this provision shall be valid unless the Participant has
received notice as provided in paragraphs 8.5 and 8.6 below.






61









 








8.5 Notice Requirements For Qualified Joint And Survivor Annuity



In the case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no less than
thirty (30) days and no more than ninety (90) days prior to the Annuity Starting Date, provide each
Participant a written explanation of:




     (a) the terms and conditions of a Qualified Joint and Survivor Annuity,



     (b) the Participant’s right to make and the effect of an election to waive the Qualified Joint
and Survivor Annuity form of benefit,



     (c) the rights of a Participant’s Spouse, and



     (d) the right to make and the effect of a revocation of a previous election to waive the
Qualified Joint and Survivor Annuity.


The Annuity Starting Date may be less than thirty (30) days after and may be before receipt of the
written explanation described in the preceding paragraph provided that:




     (e) the Plan Administrator clearly informs the Participant and the Participant’s Spouse that
they have a right to a period of at least thirty (30) days after receiving the notice to consider
the decision of whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal
consent) a form of distribution other than a Qualified Joint and Survivor Annuity;



     (f) the Participant is permitted to revoke any affirmative distribution election at least
until the Annuity Starting Date or, if later, at any time prior to the expiration to the seven (7)
day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is
provided to the Participant;



     (g) the Annuity Starting Date is after the date that the explanation of the Qualified Joint
and Survivor Annuity is provided to the Participant; and



     (h) distribution in accordance with the affirmative election does not commence before the
expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and
Survivor Annuity is provided to the Participant.


The immediately preceding two subparagraphs (g) and (h) are effective for Plan Years beginning on
or after January 1, 2004.




     (i) Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period
described above shall be extended to a one-hundred-eighty (180) day period.



8.6 Notice Requirements For Qualified Pre-Retirement Survivor Annuity



In the case of a Qualified Pre-Retirement Survivor Annuity as described in paragraph 8.3, the Plan
Administrator shall provide each Participant within the applicable period for such Participant a
written explanation of the Qualified Pre-Retirement Survivor Annuity in such terms and in such
manner as would be comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity. The applicable period for a Participant
is whichever of the following periods ends at the latest date:




     (a) the period beginning with the first day of the Plan Year in which the Participant attains
age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35),



     (b) a reasonable period ending after the individual becomes a Participant, or



     (c) a reasonable period ending after this Article first applies to the Participant.


Notwithstanding the foregoing, notice must be provided within a reasonable period ending after
separation from Service in the case of a Participant who separates from Service before attaining
age thirty-five (35). If such a Participant subsequently returns to employment with the Employer,
the applicable period for such Participant shall be redetermined.



For purposes of applying the preceding paragraph, a reasonable period ending after the events
described in (b) and (c) is the end of the two (2) year period beginning one (1) year prior to the
date the applicable event occurs, and ending one (1) year after that date. In the case of a
Participant who separates from Service before the Plan Year in which age thirty-five (35) is
attained, notice shall be provided within the two (2) year period beginning one (1) year prior to
separation and ending one (1) year after separation.






62









 








8.7 Special Safe Harbor Exception For Certain Profit-Sharing Or 401(k) Plans



This paragraph shall apply to a Participant in a profit-sharing or 401(k) plan, and to any
distribution, made on or after the first day of the first Plan Year beginning after 1988, from or
under a separate account attributable solely to Qualified Voluntary Contributions, as maintained on
behalf of a Participant in a money purchase pension plan or target benefit plan, if the following
conditions are satisfied:




     (a) the Participant does not elect payments in the form of a life annuity, and



     (b) on the death of a Participant, the Participant’s Vested Account Balance will be paid to
the Participant’s Surviving Spouse, but if there is no surviving Spouse, or if the Surviving Spouse
has consented to, in a manner conforming to a Qualified Election, then to the Participant’s
Beneficiary.



     (c) The surviving Spouse may elect to have distribution of the Vested Account Balance commence
within the ninety (90) day period following the date of the Participant’s death. The account
balance shall be adjusted for gains or losses occurring after the Participant’s death in accordance
with the provisions of the Plan governing the adjustment of account balances for other types of
distributions.



     (d) If a Plan is otherwise exempt from the Qualified Joint and Survivor Annuity requirements,
the Qualified Joint and Survivor Annuity requirements are not triggered unless the Participant in
the Plan actually elects a life annuity as a distribution option.



     (e) These safe harbor rules shall not be applicable to a Participant in a profit-sharing or
401(k) plan if the Plan is the recipient of assets as the result of a merger with a plan which was
subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417, and would
therefore have a Qualified Joint and Survivor Annuity as its normal form of benefit, unless
separate accounts or separate accounting was monitored for the assets of the merged plan.



     (f) Money purchase plans are required to include the Qualified Joint and Survivor Annuity
option. These Plans may eliminate any periodic payment options that are not required by the
Qualified Joint and Survivor Annuity rules such as installment payments.



     (g) The Participant may waive the spousal death benefit described in this paragraph at any
time provided that no such waiver shall be effective unless it satisfies the conditions (described
in paragraph 8.4) that would apply to the Participant’s waiver of the Qualified Pre-Retirement
Survivor Annuity.



     (h) Profit-sharing plans that satisfy all of the requirements of this paragraph so that the
Plan is not required to provide a Qualified Joint and Survivor Annuity for the Participant, but do
provide such annuity (even if the annuity is the normal form), may replace the Qualified Joint and
Survivor Annuity with payment in a single-sum distribution form that is otherwise identical to such
annuity in accordance with the requirements under the Regulations Section 1.411(d)-4.



     (i) For purposes of this paragraph, Vested Account Balance shall mean, in the case of a money
purchase pension plan, the Participant’s separate account balance attributable solely to
accumulated deductible employee contributions within the meaning of Code Section 72(o)(5)(b); in
the case of a profit-sharing plan, Vested Account Balance shall have the same meaning as provided
in paragraph 1.108.



     (j) If this paragraph 8.7 is operative, then all other provisions of this Article VIII other
than paragraph 8.8 are inoperative.



     (k) Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period
described in (c) above shall be extended to a one-hundred-eighty (180) day period.



8.8 Transitional Rule



Special transitional rules apply to Participants who were not receiving benefits on August 23,
1984.




     (a) Notwithstanding the other requirements of this Article and subject to the requirements of
Article VII, Distribution Requirements, distribution on behalf of any Employee, including a more
than 5% owner, may be made in accordance with all of the following requirements (regardless of when
such distribution commences):



          (1) The distribution by the Plan is one which would not have disqualified such Plan under Code
Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.




          (2) The distribution is in accordance with a method of distribution designated by the Employee
whose interest in the Plan is being distributed or, if the Employee is deceased, by a Beneficiary
of such Employee.






63









 








          (3) Such designation was in writing, was signed by the Employee or the Beneficiary, and was
made before January 1, 1984.




          (4) The Employee had accrued a benefit under the Plan as of December 31, 1983.




          (5) The method of distribution designated by the Employee or the Beneficiary specifies the
time at which distribution will commence, the period over which distributions will be made, and in
the case of any distribution upon the Employee’s death, the Beneficiaries of the Employee listed in
order of priority.




     (b) A distribution upon death will not be covered by this transitional rule unless the
information in the designation contains the required information described above with respect to
the distributions to be made upon the death of the Employee.



     (c) For any distribution which commences before January 1, 1984, but continues after December
31, 1983, the Employee, or the Beneficiary, to whom such distribution is being made, will be
presumed to have designated the method of distribution under which the distribution is being made
if the method of distribution was specified in writing and the distribution satisfies the
requirements in subparagraphs 8.8(a) and (a)(5).



     (d) If a designation is revoked, any subsequent distribution must satisfy the requirements of
Code Section 401(a)(9) and the Regulations thereunder. If a designation is revoked subsequent to
the date distributions are required to begin, the Plan must distribute by the end of the calendar
year following the calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy Code Section
401(a)(9) and the Regulations thereunder, but for the Section 242(b)(2) election. For calendar
years beginning after December 31, 1988, such distributions must meet the minimum distribution
incidental benefit requirements. Any changes in the designation will be considered to be a
revocation of the designation. However, the mere substitution or addition of another Beneficiary
(one not named in the designation) under the designation will not be considered to be a revocation
of the designation, so long as such substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life).



     (e) In the case in which an amount is transferred or rolled over from one plan to another
plan, the rules in Regulations Section 1.401(a)(9)-8, Q&A-14 and Q&A-15 shall apply.



8.9 Automatic Joint And Survivor Annuity And Early Survivor Annuity



Any Participant who has elected pursuant to paragraph 8.8(b) and any Participant who does not elect
under paragraph 8.8(a) or who meets the requirements of paragraph 8.8(a), except that such
Participant does not have at least ten (10) years of vesting Service when he or she separates from
Service, shall have his or her benefits distributed in accordance with all of the following
requirements if benefits would have been payable in the form of a life annuity in accordance with
all of the following requirements:




     (a) If benefits in the form of a life annuity become payable to a married Participant who:



          (1) begins to receive payments under the Plan on or after Normal Retirement Age, or




          (2) dies on or after Normal Retirement Age while still working for the Employer, or




          (3) begins to receive payments on or after the Qualified Early Retirement Age, or




          (4) separates from Service on or after attaining Normal Retirement Age (or the Qualified Early
Retirement Age) and after satisfying the eligibility requirements for the payment of benefits under
the Plan and thereafter dies before beginning to receive such benefits, such benefits will be
received under this Plan in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the Election Period. The Election Period must begin at
least six (6) months before the Participant attains Qualified Early Retirement Age and end not more
than ninety (90) days before the commencement of benefits. Any election will be in writing and may
be changed by the Participant at any time.




     (b) A Participant who is employed after attaining the Qualified Early Retirement Age will be
given the opportunity to elect, during the Election Period, to have a survivor annuity payable on
death. If the Participant elects the survivor annuity, payments under such annuity must not be
less than the payments which would have been made to the Spouse under the Qualified Joint and
Survivor Annuity if the Participant had retired on the day before his or her death. Any election
under this provision will be in writing and may be changed by the Participant at any time. The
Election Period begins on the later of:



64









 





          (1) the ninetieth day before the Participant attains the Qualified Early Retirement Age, or




          (2) the date on which participation begins, and ends on the date the Participant terminates
employment.



For purposes of this paragraph, Qualified Early Retirement Age is defined at paragraph 1.76 herein.




     (c) Qualified Optional Survivor Annuity — means, with respect to a married Participant, an
immediate annuity for the life of the Participant with a survivor annuity for the life of his or
her Spouse which is 75% of the amount paid for the joint lives of his or her Spouse if the
Qualified Joint and Survivor Annuity percentage is less than 75% or 50% if the Qualified Joint and
Survivor Annuity percent is greater than or equal to 75%. A Qualified Joint and Survivor Annuity
shall be the actuarial equivalent of a single life annuity for the life of the Participant.


If the Participant elects to waive the Qualified Joint and Survivor Annuity or Qualified
Pre-Retirement Survivor Annuity form of benefit, he or she may elect a Qualified Optional Survivor
Annuity during the applicable Election Period, and revoke such election at any time during the
applicable Election Period. Any waiver of the Qualified Optional Survivor Annuity must satisfy the
waiver and notice requirements of paragraph 8.5.




     (d) Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period
described in (a)(4) above shall be extended to a one-hundred-eighty (180) day period and the
ninetieth (90th) day described in (b)(1) above shall be extended to the one-hundred-eightieth
(180th) day.



8.10 Annuity Contracts



Any annuity contract distributed under this Plan must be nontransferable. The terms of any annuity
contract purchased and distributed by the Plan to a Participant or Spouse shall comply with the
requirements of this Plan.




8.11 Required Content Of Qualified Joint And Survivor Annuity Explanation Under Code Section
417(a)(3)



The Qualified Joint and Survivor Annuity Explanation shall contain a description of:




     (a) the optional forms of benefit, if any;



     (b) the eligibility conditions for the optional form of benefit;



     (c) any other material features of the optional form of benefit; and



     (d) the financial effect of electing the optional form of benefit using a method permitted
by Regulations Section 1.417(a)(3) — 1.




65












 






ARTICLE IX

VESTING



9.1 Employee Contributions



A Participant shall always have a 100% vested and nonforfeitable interest in his or her Elective
Deferrals, Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax Contributions,
Required After-tax Contributions, Qualified Voluntary Contributions, Required After-tax
Contributions, Rollover and Transfer Contributions, plus the earnings thereon. No forfeiture of
Employer contributions (including any minimum contributions made under paragraph 14.3) will occur
solely as a result of a Participant’s withdrawal of any Employee contributions. Separate accounts
for each contribution source will be maintained for each Participant. Each account will be
credited with the applicable contributions and earnings thereon.



9.2 Employer Contributions



A Participant shall always have a 100% vested and nonforfeitable interest in any Qualified Matching
Contributions, Qualified Non-Elective Contributions, Safe Harbor Matching Contributions, and Safe
Harbor Non-Elective Contributions made by the Employer, plus the earnings thereon. Separate
accounts for each contribution source will be maintained. A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to other Employer contributions in
accordance with the schedule selected in the Adoption Agreement, provided that if a Participant is
not already fully vested, he or she shall become so upon attaining Normal Retirement Age, Early
Retirement Age, on death prior to normal retirement (provided the Participant has not terminated
employment prior to death), on retirement due to Disability, or on termination of the Plan. Any
contributions made on behalf of a Participant with a Disability within the meaning of Code Section
22(e)(3) at the election of the Employer must be fully vested when made. Effective for Plan Years
beginning in 2002, Employer Matching Contributions are subject to the minimum vesting requirements
of Code Section 411 and must satisfy either a three (3) year cliff vesting schedule or a two (2) to
six (6) year graded vesting schedule as elected by the Employer.



Vested Matching Contributions (including Qualified Matching Contributions) will be subject to
forfeiture if the contributions to which they relate are determined to be Excess Deferrals (unless
the Excess Deferrals are for Non-Highly Compensated Employees), Excess Contributions, or Excess
Aggregate Contributions.



9.3 Computation Period



The vesting computation period used for determining Years of Service and Breaks in Service when
calculating the vesting of a Participant means any twelve (12) consecutive month period as elected
in the Adoption Agreement during which an Employee completes the number of Hours of Service (not to
exceed 1,000) as specified in the Adoption Agreement. Alternatively, if the Plan elects the
Elapsed Time method of crediting Service, the vesting computation period for which the Employee
receives credit for a Year of Service will be determined under the Service crediting rules of
paragraph 1.90.



9.4 Requalification Prior To Five Consecutive One-Year Breaks In Service



Subject to Article VI, the account balance of a Participant who is re-employed prior to incurring
five (5) consecutive one (1) year Breaks in Service or Periods of Severance shall consist of any
undistributed amount in his or her account as of the date of re-employment plus any future
contributions added to such account plus the investment earnings on the account. The Vested
Account Balance of such Participant shall be determined by multiplying the Participant’s account
balance (adjusted to include any distribution or redeposit made under paragraph 6.5) by such
Participant’s vested percentage. All Service of the Participant, both prior to and following the
break, shall be counted when computing the Participant’s vested percentage.



9.5 Requalification After Five Consecutive One-Year Breaks In Service



Subject to Article VI, if a Participant was not fully vested prior to termination of employment and
is re-employed after incurring five (5) consecutive one (1) year Breaks in Service or Periods of
Severance, a new account shall be established for such Participant to separate his or her deferred
vested and nonforfeitable account, if any, from the account to which new allocations will be made.
The Participant’s deferred account to the extent remaining shall be fully vested and shall continue
to share in earnings and losses of the Trust. When computing the Participant’s vested portion of
the new account, all pre-break and post-break Service shall be counted. However, notwithstanding
this provision, no such former Participant who has had five (5) consecutive one (1) year Breaks in
Service or Periods of Severance shall acquire a larger vested and nonforfeitable interest in his or
her prior account balance as a result of requalification hereunder.



9.6 Calculating Vested Interest



A Participant’s vested and nonforfeitable interest, as determined by the Plan Administrator shall
be calculated by multiplying the fair market value of his or her account attributable to Employer
contributions on the Valuation Date concurrent with or preceding distribution by the decimal
equivalent of the vested percentage as of his or her termination date. The amount attributable to
Employer contributions for purposes of the calculation includes amounts previously paid out
pursuant to paragraph 6.5 and not repaid. The Participant’s vested and nonforfeitable interest,
once calculated above, shall be reduced to reflect those amounts previously paid out to the
Participant and not repaid by the Participant. The Participant’s vested and nonforfeitable
interest so determined shall continue to share in the








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investment earnings and any increase or decrease in the fair market value of the Trust up to the
Valuation Date preceding or coinciding with payment.



9.7 Forfeitures



Any balance in the account of a Participant who has separated from Service to which he or she is
not entitled under the foregoing provisions, shall be forfeited and applied as provided in the
Adoption Agreement or as set forth in an amendment in the form of an addendum to the Adoption
Agreement. The reallocation or other disposition of a non-vested benefit may only occur if the
Participant has received payment of his or her entire vested benefit from the Plan, if the
Participant has incurred five (5) consecutive one (1) year Breaks in Service, or a deemed cash-out
has occurred. A Participant who is zero percent (0%) vested shall have a deemed cash-out
distribution on the date of the Participant’s separation from Service and shall not be entitled to
an allocation of any forfeitures (if reallocated) of any portion of his account balance or of any
other Participant who has terminated Service in the same or prior Plan Year. A Participant who is
less than 100% vested who receives a distribution will in the year of his or her termination of
Employment receive an allocation of forfeitures unless the Participant fails to satisfy the
Allocation Requirements elected in the Adoption Agreement. If the vested portion of a
Participant’s account balance is not distributed by the end of the second Plan Year after such
Participant’s termination of employment, forfeiture of the non-vested portion of the Participant’s
account balance may not take place until such Participant has incurred five (5) consecutive one (1)
year Breaks in Service. While awaiting reallocation or other disposition, the Plan Administrator
or his designate, if applicable, shall have the right to leave the non-vested benefit in the
Participant’s account or may transfer the non-vested benefit to a forfeiture suspense account.
Amounts held in a forfeiture suspense account may share in any increase or decrease in fair market
value of the assets of the Trust in accordance with Article V of the Plan. The Plan Administrator
or his designate shall make such determination, if applicable.



If a Participant’s account balance is forfeited prior to five (5) consecutive one (1) year Breaks
in Service, the amount necessary to restore the account balance to a Participant will be obtained
from one of the following sources: current Plan Year’s forfeitures; an additional Employer
contribution; or earnings on investments for the applicable Plan Year, as determined by the Plan
Administrator. For purposes of this paragraph, if the value of a Participant’s Vested Account
Balance is zero (0), the Participant shall be deemed to have received a distribution of his or her
Vested Account Balance.



A Highly Compensated Employee’s Matching Contributions may be forfeited, even if vested, if the
contributions to which they relate are Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions.



Benefits with respect to Participants who cannot be located as provided at paragraph 7.15 hereof
will be treated in the same manner as a forfeiture. If any Participant’s vested account balance is
forfeited because the Participant or Beneficiary cannot be found, such benefit will be reinstated
if a claim is made by the Participant or Beneficiary.



9.8 Amendment Of Vesting Schedule



No amendment to the Plan shall have the effect of decreasing a Participant’s Vested Account Balance
determined without regard to such amendment as of the later of the date such amendment is adopted
or the date it becomes effective. Further, if the vesting schedule of the Plan is amended, or the
Plan is amended in any way that directly or indirectly affects the computation of any Employee’s
nonforfeitable percentage or if the Plan is deemed amended by an automatic change to or from a
Top-Heavy vesting schedule, each Employee with at least three (3) Years of Service with the
Employer may elect, during the election period defined herein, to have his or her nonforfeitable
percentage computed under the Plan without regard to such amendment. For Participants who do not
have at least one (1) Hour of Service in any Plan Year beginning after 1988, the preceding sentence
shall be applied by substituting “five (5) Years of Service” for “three (3) Years of Service” where
such language appears. The period during which the election may be made shall commence with the
date the amendment is adopted and shall end on the later of:




     (a) sixty (60) days after the amendment is adopted,



     (b) sixty (60) days after the amendment becomes effective, or



     (c) sixty (60) days after the Participant is issued written notice of the amendment by the
Employer or the Trustee.


Should the Trustee notify the Participants involved, the Plan may be charged for the costs
incurred.



Furthermore, if the vesting schedule of a Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it becomes effective,
the nonforfeitable percentage (determined as of such date) of such Employee’s Employer-derived
accrued benefit will not be less than the percentage computed under the Plan without regard to such
amendment.



No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a
Participant’s accrued benefit. Notwithstanding the preceding sentence, a Participant’s account
balance may be reduced to the extent permitted under Code Section 412(c)(8), if applicable,
relating to substantial business hardship. For purposes of this







67









 







paragraph, a Plan amendment which has the effect of decreasing a Participant’s account balance with
respect to benefits attributable to Service before the amendment, shall be treated as reducing an
accrued benefit.



No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit.
The preceding sentence shall not apply to a Plan amendment that eliminates or restricts the ability
of a Participant to receive payment of his or her account balance under a particular form of
benefit if the amendment satisfies the condition in (d) below:




     (d) The amendment provides a single sum distribution form that is otherwise identical to
the optional form of benefit restricted. For purposes of this condition, a single-sum distribution
form is otherwise identical only if it is identical in all respects to the eliminated or restricted
optional form of benefit (or would be identical except that it provides greater rights to the
Participant) except with respect to the timing of payments after commencement.


9.9 Service With Controlled Groups



All Years of Service with all members of a controlled group of corporations [as defined in Code
Section 414(b) as modified by Code Section 415(h)], all commonly controlled trades or businesses
[as defined in Code Section 414(c) as modified by Code Section 415(h)], or members of an affiliated
service group [as defined in Code Section 414(m)] of which the Employer is a part, and any other
entity required to be aggregated with the Employer pursuant to Regulations under Code Section
414(o), shall be considered for purposes of determining a Participant’s nonforfeitable percentage.



9.10 Compliance With Uniformed Services Employment And Reemployment Rights Act Of 1994



Notwithstanding any provision of this Plan to the contrary, Years of Service for vesting will be
credited to Participants with respect to periods of qualified military service as provided in Code
Section 414(u).







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ARTICLE X

LIMITATIONS ON ALLOCATIONS



10.1 Maximum Annual Additions



The Plan will comply with the final 415 Regulations, which are incorporated herein by reference.
In general, for purposes of applying the limitations in this Article, Compensation for a Limitation
Year is the Compensation actually paid or made available in gross income during such Limitation
Year.



For Limitation Years beginning on or after January 1, 2007, except to the extent permitted under
paragraph 4.7 and under Code Section 414(v), the Annual Addition that may be contributed or
allocated to a Participant’s account under the Plan for any Limitation Year shall not exceed the
lesser of:




     (a) $45,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or



     (b) 100% of the Participant’s Compensation (as elected in the Adoption Agreement), within
the meaning of Code Section 415(c)(3), for the Limitation Year.


The Compensation limit referred to in (b) above shall not apply to any contribution for medical
benefits after separation from Service [within the meaning of Code Section 401(h) or Code Section
419A(f)(2)] that is otherwise treated as an Annual Addition.



If a short Limitation Year is created because of an amendment changing the Limitation Year to a
different twelve (12) consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by a fraction, the numerator of which is the
number of months in the short Limitation Year, and the denominator of which is twelve (12).



10.2 Participation In This Plan Only



If the Participant does not participate in and has never participated in another Qualified Plan, a
Welfare Benefit Fund, individual medical account as defined in Code Section 415(l)(2), or a
Simplified Employee Pension Plan as defined in Code Section 408(k) maintained by the adopting
Employer, which provides an Annual Addition, the amount of Annual Additions which may be credited
to the Participant’s account for any Limitation Year will not exceed the lesser of the Maximum
Permissible Amount or any other limitation contained in this Plan. If the Employer contribution
that would otherwise be contributed or allocated to the Participant’s account would cause the
Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount
contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will
equal the Maximum Permissible Amount. Prior to determining the Participant’s actual Compensation
for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a
Participant on the basis of a reasonable estimate of the Participant’s Compensation for the
Limitation Year, uniformly determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for
the Limitation Year will be determined on the basis of the Participant’s actual Compensation for
the Limitation Year.



10.3 Disposition Of Excess Annual Additions



Any Excess Annual Addition as determined under Paragraph 10.1 above shall be corrected by the use
of the Employee Plans Compliance Resolution System as set forth in Revenue Procedure 2008-50 (or
any successor guidance), or by any other correction method permitted by law.



10.4 Participation In Multiple Defined Contribution Plans



The Annual Additions that may be credited to a Participant’s account under this Plan for any
Limitation Year will not exceed the Maximum Permissible Amount. If the Annual Additions with
respect to the Participant under other qualified Defined Contribution Plans, Welfare Benefit funds,
individual medical accounts and Simplified Employee Pension Plans maintained by the Employer are
less than the Maximum Permissible Amount and the Employer contribution that would otherwise be
contributed or allocated to the Participant’s account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated
under this Plan will be reduced so that the Annual Additions under all such plans and funds for the
Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to
the Participant under such other Defined Contribution Plans and Welfare Benefit funds in the
aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Participant’s account under this Plan for the Limitation Year.
Prior to determining the Participant’s actual Compensation for the Limitation Year, the Employer
may determine the Maximum Permissible Amount for a Participant in the manner described in paragraph
10.1. As soon as administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s
actual Compensation for the Limitation Year. If the Participant is covered under another qualified
Defined Contribution Plan maintained by the Employer, Annual Additions which may be credited to the
Participant’s account under this Plan for any Limitation Year will be limited in accordance with
this paragraph unless the Employer specifies other limitations in the Adoption Agreement.








69









 







10.5 Disposition Of Excess Annual Additions Under Two Plans



If a Participant’s Annual Additions under this Plan and such other plans as described in the
preceding paragraph would result in an Excess Annual Additions for a Limitation Year due to an
error in estimating a Participant’s Compensation for a Limitation Year under paragraph 10.4 or as a
result of forfeitures, the Excess Annual Additions will be deemed to consist of the Annual
Additions last allocated except that Annual Additions attributable to a Simplified Employee Pension
Plan will be deemed to have been allocated first and then Annual Additions to a Welfare Benefit
Fund or individual medical account as defined in Code Section 415(l)(2) will be deemed to have been
allocated next regardless of the actual Allocation Date. If an Excess Annual Addition was
allocated to a Participant on a Valuation or Allocation Date of this Plan that coincides with a
valuation or allocation date of another plan, the Excess Annual Additions attributed to this Plan
will be the product of:





(a) the total Excess Annual Additions allocated as of such date, times




(b) the ratio of:



          (1) the Annual Additions allocated to the Participant for the Limitation Year as of such
date under this Plan, to



          (2) the total Annual Additions allocated to the Participant for the Limitation Year as of
such date under this and all the other qualified Defined Contribution Plans.


Any Excess Annual Additions attributed to this Plan will be disposed of in the manner described in
paragraph 10.3.








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ARTICLE XI

NONDISCRIMINATION TESTING



11.1 General Testing Requirements



With respect to each Plan Year, an Employer’s Plan which offers a Code Section 401(k) cash or
deferred arrangement and any contributions made thereunder must satisfy the Average Deferral
Percentage Test (“ADP Test”) and, if applicable, the Average Contribution Percentage Test (“ACP
Test”). Under each of these tests, the Average Deferral Percentage (ADP) and the Average
Contribution Percentage (ACP) for Highly Compensated Employees may not exceed the ADP and ACP for
Non-Highly Compensated Employees by more than the amount permitted by application of the basic
limit or the alternative limit. These limits are described at paragraphs 11.2 and 11.4 herein. If
the ADP or ACP for Highly Compensated Employees exceeds the basic limit or the alternative limit,
the applicable average for Highly Compensated Employees either must be reduced to the maximum
permitted under the most liberal limit or the average of the Non-Highly Compensated Employees must
be increased.



The reduction in the average is determined in accordance with paragraph 11.7 herein. In lieu of
reducing the applicable average for the Highly Compensated Employees, the Employer may elect to
make an additional Qualified Non-Elective Contribution (“QNEC”) and/or a Qualified Matching
Contribution (“QMAC”) for Non-Highly Compensated Employees to increase their ADP and/or ACP to the
point where the Plan satisfies the ADP and/or the ACP Test. These qualified contributions are
described at paragraph 11.11 herein. Any Plan established under this Basic Plan Document and
associated Adoption Agreement may use different testing methods for the ADP and the ACP Tests
provided the Plan established hereunder does not permit the recharacterization of Excess
Contributions or Excess Elective Deferrals to be used in the ACP Test or permit the use of
Qualified Matching Contributions in the ADP Test.




11.2 ADP Testing Limitations




        (a) Prior Year Testing — If elected by the Employer in the Adoption Agreement, the ADP
for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year and the
Prior Plan Year’s ADP for Participants who were Non-Highly Compensated Employees for the Prior Plan
Year must satisfy the basic limit set forth in (1) or the alternative limit set forth at (2):



          (1) The ADP for the Plan Year for Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the Prior Plan Year’s ADP for Participants who were Non-Highly
Compensated Employees for the Prior Plan Year multiplied by 1.25; or



          (2) The ADP for a Plan Year for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the Prior Plan Year’s ADP for Participants who were Non-Highly
Compensated Employees for the Prior Plan Year multiplied by 2.0, provided that the ADP for
Participants who are Highly Compensated Employees does not exceed the ADP for Participants who were
Non-Highly Compensated Employees in the Prior Plan Year by more than two (2) percentage points.



          For the first Plan Year of a Plan where the Plan permits a Participant to make Elective
Deferrals or Roth Elective Deferrals and the Plan is not a successor Plan, for purposes of the
foregoing limits, the Prior Plan Year’s Non-Highly Compensated Employees’ ADP shall be 3%, unless
the Employer has elected in the Adoption Agreement to use the current Plan Year’s ADP for these
Participants.



        (b) Current Year Testing — If no election is made by the Employer in the Adoption
Agreement, or if so elected by the Employer in the Adoption Agreement, the ADP limits in (1) and
(2), above, will be applied by comparing the current Plan Year’s ADP for Participants who are
Highly Compensated Employees with the current Plan Year’s ADP for Participants who are Non-Highly
Compensated Employees. Once made, the Employer can switch to Prior Year Testing for a Plan Year
only if the Plan has used Current Year Testing for each of the preceding five (5) Plan Years (or if
lesser, the number of Plan Years the Plan has been in existence) or if, as a result of a merger or
acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using
Prior Year Testing and a plan using Current Year Testing and the change is made within the
transition period described in Code Section 410(b)(6)(C)(ii).


Contributions taken into account for a Plan Year must be allocated to the Participant’s account on
a day within the Plan Year.




11.3 Special Rules Relating To Application Of The ADP Test




     (a) A Participant is a Highly Compensated Employee for a particular Plan Year if he or she
meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a
Participant is a Non-Highly Compensated Employee for a particular Plan Year if he or she does not
meet the definition of a Highly Compensated Employee in effect for that Plan Year.





71









 





     (b) The Actual Deferral Percentage for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Elective Deferrals or Roth Elective
Deferrals (and QNECs or QMACs, or both, if treated as Elective Deferrals for purposes of the ADP
Test) allocated to his or her accounts under two (2) or more arrangements described in Code Section
401(k), that are maintained by the Employer, shall be determined as if such Elective Deferrals
(and, if applicable, such QNECs or QMACs, or both) were made under a single arrangement. If a
Highly Compensated Employee participates in two (2) or more cash or deferred arrangements that have
different Plan Years, all Elective Deferrals made during the Plan Year under all such arrangements
shall be aggregated. For Plan Years beginning before 2006, all such cash or deferred arrangements
ending with or within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if the Regulations issued
under Code Section 401(k) require mandatory disaggregation.



     (c) In the event that this Plan satisfies the requirements of Code Sections 401(k),
401(a)(4), or 410(b) only if aggregated with one (1) or more other plans, or if one (1) or more
other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then
this section shall be applied by determining the Actual Deferral Percentage of Participants as if
all such plans were a single plan. If more than 10% of the Employer’s Non-Highly Compensated
Employees are involved in a Plan coverage change as defined in Regulations Section
1.401(k)-2(c)(4), then any adjustments to the Non-Highly Compensated Employee ADP for the Prior
Plan Year will be made in accordance with such Regulations, unless the Employer has elected in the
Adoption Agreement to use the Current Year Testing method. Plans may be aggregated in order to
satisfy Code Section 401(k) only if they have the same Plan Year and use the same ADP testing
method.



     (d) The Employer shall maintain records sufficient to demonstrate satisfaction of the ADP
Test and the amount of QNECs or QMACs, or both, used in such test.



     (e) For purposes of the ADP Test, Elective Deferrals, Roth Elective Deferrals, QNECs and
QMACs must be made before the end of the twelve (12) month period immediately following the Plan
Year to which the contributions relate.



     (f) A Plan may adopt a uniform written administrative policy that permits a Highly
Compensated Employee who has made Elective Deferrals for a year where such Elective Deferrals
includes both pre-tax Elective Deferrals and Roth Elective Deferrals to elect whether the Excess
Contributions are to be attributed to pre-tax Elective Deferrals or Roth Elective Deferrals or a
combination of the two. In the event that no such administrative policy is adopted, Excess
Contributions will be first attributed to pre-tax Elective Deferrals, and, if such pre-tax
contributions are not in an amount sufficient to make full correction, will then be attributed to
Roth Elective Deferrals.


11.4 ACP Testing Limitations



Employee contributions and Matching Contributions must meet the nondiscrimination requirements of
Code Section 401(a)(4) and the ACP Test of Code Section 401(m). Safe Harbor Contributions are
taken into account for a Plan Year under the ACP Test in accordance with Treasury Regulations
Section 1.401(m)-1(b)(4)(ii)(A). If Employee contributions (including any Elective Deferrals
recharacterized as Voluntary After-tax Contributions) or Matching Contributions are made in
connection with a cash or deferred arrangement, the ACP Test is in addition to the ADP Test under
Code Section 401(k). QMACs and QNECs used to satisfy the ADP Test may not be used to satisfy the
ACP Test.




     (a) Prior Year Testing — If elected by the Employer in the Adoption Agreement, the ACP
for a Plan Year for eligible Participants who are Highly Compensated Employees for each Plan Year
and the Prior Plan Year’s ACP for eligible Participants who were Non-Highly Compensated Employees
for the Prior Plan Year must satisfy one of the following tests:



          (1) The ACP for a Plan Year for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the Prior Plan Year’s ACP for eligible Participants who were Non-Highly
Compensated Employees for the Prior Plan Year multiplied by 1.25; or



          (2) The ACP for a Plan Year for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the Prior Plan Year’s ACP for eligible Participants who were Non-Highly
Compensated Employees for the Prior Plan Year multiplied by 2.0, provided that the ACP for eligible
Participants who are Highly Compensated Employees does not exceed the ACP for eligible Participants
who were Non-Highly Compensated Employees in the Prior Plan Year by more than two (2) percentage
points.



          For the first Plan Year of a Plan where this Plan permits any eligible Participant to make
Employee contributions, provides for Matching Contributions, or both, and the Plan is not a
successor Plan, for purposes of the foregoing limits, the Prior Plan Year’s Non-Highly Compensated
Employees’ ACP shall be 3% unless the Employer has elected in the Adoption Agreement to use the
current Plan Year’s ACP for these Participants.



     (b) Current Year Testing — If no election is made by the Employer in the Adoption
Agreement, or if so elected by the Employer in the Adoption Agreement, the ACP limits in (1) and
(2), above, will be applied by





72









 




comparing the current Plan Year’s ACP for eligible Participants who are Highly Compensated
Employees for the Plan Year with the current Plan Year’s ACP for eligible Participants who are
Non-Highly Compensated Employees. Once made, the Employer can elect Prior Year Testing for a Plan
Year only if the Plan has used Current Year Testing for each of the preceding five (5) Plan Years
(or if lesser, the number of Plan Years the Plan has been in existence) or if, as a result of a
merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan
using Prior Year Testing and a plan using Current Year Testing and the change is made within the
transaction period described in Code Section 410(b)(6)(C)(ii).




11.5 Special Rules Relating To The Application Of The ACP Test




     (a) A Participant is a Highly Compensated Employee for a particular Plan Year if he or she
meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a
Participant is a Non-Highly Compensated Employee for a particular Plan Year if he or she does not
meet the definition of a Highly Compensated Employee in effect for that Plan Year.



     (b) [Reserved]



     (c) For purposes of this paragraph, the ACP for any Participant who is a Highly
Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to his
or her account under two (2) or more plans described in Code Section 401(a) or arrangements
described in Code Section 401(k) that are maintained by the Employer, shall be determined as if the
total of such Contribution Percentage Amounts were made under a single plan or arrangement. If a
Highly Compensated Employee participates in two (2) or more such plans or arrangements that have
different Plan Years, all Contribution Percentage Amounts made during the Plan Year under all such
plans or arrangements shall be aggregated. For Plan Years beginning before 2006, all such plans
and arrangements ending with or within the same calendar year shall be treated as a single
arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if their
disaggregation is mandatory under the Regulations issued under Code Section 401(m).



     (d) Notwithstanding paragraphs (b)(2)(vi)(A) and (B) of Regulations Section 1.401(m)-2, a
distribution of Excess Aggregate Contributions is not includible in gross income to the extent it
represents a distribution of Roth Elective Deferrals. However, the income allocable to a
corrective distribution of Excess Aggregate Contributions that are Roth Elective Deferrals is taxed
in the same manner as income allocable to a corrective distribution of Excess Aggregate
Contributions that are not Roth Elective Deferrals.



     (e) In the event that this Plan satisfies the requirements of Code Sections 401(a)(4),
401(m), or 410(b) only if aggregated with one (1) or more other plans, or if one (1) or more other
plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this
section shall be applied by determining the ACP of eligible Participants as if all such plans were
a single plan. If more than 10% of the Employer’s Non-Highly Compensated Employees are involved in
a Plan coverage change as defined in Regulations Section 1.401(m)-2(c)(4), then any adjustments to
the Non-Highly Compensated Employees ACP for the Prior Plan Year will be made in accordance with
such Regulations, unless the Employer has elected in the Adoption Agreement to use the Current Year
testing method. Plans may be aggregated in order to satisfy Code Section 401(m) only if the
aggregated plans have the same Plan Year and use the same ACP testing method.



     (f) For purposes of the ACP Test, Employee contributions are considered to have been made
for the Plan Year in which contributed to the Plan. Matching Contributions and QMACs and QNECs, if
applicable, will be considered made for a Plan Year if made no later than the end of the twelve
(12) month period beginning on the day after the close of the Plan Year.



     (g) The determination and treatment of the ACP of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.



     (h) Contribution Percentage Amounts shall mean the sum of the Employee contributions,
Matching Contributions and QMACs (to the extent not taken into account for the purposes of the ADP
Test) made under the Plan on behalf of the Participant for the Plan Year. Such Contribution
Percentage Amounts shall not include Matching Contributions that are forfeited either to correct
Excess Aggregate Contributions or because the contributions to which they relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions. If elected, the Employer may
include QNECs in the contribution percentage amounts. The Employer may also elect to use Elective
Deferrals in the Contribution Percentage Amounts so long as the ADP Test is met before the Elective
Deferrals are used in the ACP Test and continues to be met following the exclusion of those
Elective Deferrals that are used to meet the ACP Test.



     (i) Employee contributions shall mean any contribution (other than Roth Elective
Deferrals) made to the Plan by or on behalf of a Participant that is included in the Participant’s
gross income in the year in which made and that is maintained under a separate account to which
earnings and losses are allocated.





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     (j) Forfeitures Arising From Failure Of The ADP Test - In the event the Plan fails the
ADP Test and Excess Contributions are returned to Highly Compensated Employees, any corresponding
Matching Contributions that are not returned because of a simultaneous failure of the ACP Test
(Excess Aggregate Contributions) shall be forfeited, even if vested, from the Matching Contribution
Account of the affected Highly Compensated Employees. Unless otherwise elected in the Adoption
Agreement, such forfeited amounts shall be first used to reduce Employer Contributions that
otherwise would be made for the Plan Year. If such forfeited amounts exceed the amount of the
Employer’s intended contribution, any such excess shall be allocated to the Matching Contribution
Account of each Non-Highly Compensated Employee who made an Elective Deferral (including Roth
Elective Deferrals, if applicable) or a Voluntary After-tax Contribution, in the ratio that each
such Employee’s Compensation bears to the total Compensation of all such Non-Highly Compensated
Employees for that Plan Year. Forfeitures of Excess Aggregate Contributions will be applied at the
end of the Plan Year in which they occurred and shall not be allocated to the account of any Highly
Compensated Employee.


11.6 Recharacterization



If elected by the Employer in the Adoption Agreement Elective Deferrals allocated to a Highly
Compensated Employee as excess Contributions will be recharacterized. Recharacterization is
permitted only when Voluntary After-tax Contributions are permitted. A Participant may treat his
or her Excess Contributions allocated to him or her as an amount distributed to the Participant and
then contributed by the Participant to the Plan. Recharacterized amounts will remain
nonforfeitable and subject to the same distribution requirements as Elective Deferrals. A Highly
Compensated Employee may not recharacterize an Excess Contribution to the extent that such amount
in combination with other Employee contributions made by that Employee would exceed any stated
limit under the Plan on Employee contributions. Roth Elective Deferrals may not be recharacterized
as Voluntary After-Tax Contributions.



The amount of recharacterization is determined using the ratio leveling method and the Excess
Contribution uses the dollars leveling method. Excess Contributions to be recharacterized are
reduced by Excess Deferrals previously distributed. Recharacterization must occur no later than
two and one-half (21/2) months after the last day of the Plan Year for which such Excess
Contributions arose and is deemed to occur no earlier than the date the last Highly Compensated
Employee is informed in writing of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant’s tax year in which
the Participant would have received them in cash.




11.7 Calculation And Distribution Of Excess Contributions And Excess Aggregate Contributions




     (a) Reducing The Average For Highly Compensated Employees — If necessary, the ADP and/or
ACP for Highly Compensated Employees must be reduced to the maximum allowed by the applicable limit
at paragraphs 11.2 and 11.4. Excess ACP amounts are determined after determining the amount of
Excess Contributions treated as Employee Contributions due to recharacterization. The average is
reduced on a step-by-step leveling basis beginning by reducing the ADP or the ACP for the Highly
Compensated Employee with the highest percentage until the average is reduced to the maximum
allowed or until the ADP or ACP for such Highly Compensated Employee is lowered to that of the
Highly Compensated Employee with the next highest percentage. This process continues until the ADP
and/or the ACP is lowered to the maximum allowed for the Plan Year. The excess dollar amount
attributable to each affected Highly Compensated Employee is then totaled for purposes of
corrective distributions determined at paragraph (b) below.



     (b) Corrective Distributions To Highly Compensated Employees — The total amount to be
distributed as determined under paragraph (a) is allocated to Highly Compensated Employees on the
basis of the dollar amount included for such Employee in the numerator of the ADP or ACP, as
applicable. The distribution for each affected Highly Compensated Employee is determined on a
leveling basis similar to that described at paragraph (a) except that the process is based on
dollars rather than percentages. Excess Contributions and Excess Aggregate Contributions are
allocated to the Highly Compensated Employees with the largest amount of Employer contributions
taken into account in calculating the ADP or ACP Test for the year in which the excess arose,
beginning with the Highly Compensated Employee with the largest amount of such Employer
contributions and continuing in descending order until all the Excess Contributions and Excess
Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest
amount” is determined after distribution of any Excess Contribution and Excess Aggregate
Contributions. After correcting distributions are allocated, it is not necessary to recompute the
Highly Compensated Employee averages to determine if they satisfy the ADP Test and/or the ACP Test.
Distributions of Excess Contributions and Excess Aggregate Contributions are to be made in
accordance with paragraphs 11.9 and 11.10.



     (c) Corrective Distributions Attributable To Roth Elective Deferrals — Notwithstanding
paragraphs (b)(2)(vi)(A) and (B) of Regulations Section 1.401(k)-2, a distribution of Excess
Contributions is not includible in gross income to the extent it represents a distribution of Roth
Elective Deferrals. However, the income allocable to a corrective distribution of Excess
Contributions that are Roth Elective Deferrals is included in gross income in the same manner as
income allocable to a corrective distribution of Excess Contributions that are pre-tax Elective
Deferrals.





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11.8 Distribution Of Excess Elective Deferrals




     (a) No Participant shall be permitted to defer under this Plan with respect to a calendar
year more than the maximum dollar amount permitted under Code Section 402(g), as indexed, for such
calendar year. If a Participant defers more than the maximum allowed due to mistake of fact, such
Excess Elective Deferrals or Roth Elective Deferrals shall be distributed to the Participant no
later than April 15 following the calendar year to which the excess is attributable. If a
Participant who participates in this Plan and in another plan which permits Elective Deferrals or
Roth Elective Deferrals defers more than the Code Section 402(g) maximum, such Participant shall
have the right to notify one or both plans by March 1 of the calendar year following the year to
which the excess is attributable requesting a distribution of the Excess Elective Deferrals or Roth
Elective Deferrals. A Participant is deemed to notify the Plan Administrator of any Excess
Elective Deferrals that arise by taking into account only those Elective Deferrals made to the
Plan, contract, or arrangement of the Employer. If distribution is requested, the applicable
plan(s) shall make distribution of the Excess Elective Deferrals or Roth Elective Deferrals, plus
any income and minus any loss allocable thereto, no later than April 15 following the calendar year
to which the excess is attributable. Excess Elective Deferrals or Roth Elective Deferrals that are
distributed on a timely basis shall not be considered Annual Additions for the Limitation Year
during which such amounts are deferred.



     (b) Excess Elective Deferrals or Roth Elective Deferrals shall be adjusted for any income
or loss up to the date of distribution. The income or loss allocable to Excess Elective Deferrals
or Roth Elective Deferrals is the sum of (1) income or loss allocable to the Participant’s Elective
Deferral account or Roth Elective Deferral (and if applicable, the QNEC or QMAC account, or both)
for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess
Elective Deferrals or Roth Elective Deferrals for the year and the denominator is the Participant’s
account balance attributable to Elective Deferrals or Roth Elective Deferrals (and QNECs or QMACs,
or both, if any of such contributions are included in the ADP Test) without regard to any income or
loss occurring during such Plan Year; and (2) ten percent (10%) of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the Plan Year and the date of
distribution, counting the month of the distribution if the distribution occurs after the fifteenth
(15th) of such month. For Plan Years beginning after December 31, 2007, the requirement
that gap period income be allocated pursuant to Code Section 402(g)(2)(A)(ii) shall no longer apply
to such Excess Elective Deferrals.



     (c) The amount a Participant receives as a distribution of his or her Excess Elective
Deferrals or Roth Elective Deferrals is includible in income with respect to the taxable year to
which the excess is attributable.



     (d) Any income attributable to the Excess Elective Deferrals or Roth Elective Deferrals
determined in (b) above shall be includible in income with respect to the taxable year in which the
excess is distributed.



     (e) Additionally, if so elected by the Employer in the Adoption Agreement, effective with
the Plan Year beginning with or after January 1, 2006, Excess Elective Deferrals may be
recharacterized as Catch-Up Contributions.



     (f) A distribution of Excess Elective Deferrals is not includible in gross income to the
extent it represents a distribution of designated Roth Elective Deferrals. However, the income
allocable to a corrective distribution of Excess Elective Deferrals that are designated Roth
Elective Deferrals is included in gross income in the same manner as income allocable to a
corrective distribution of Excess Elective Deferrals that are not designated as Roth Elective
Deferrals.



     (g) The Plan Administrator may adopt a uniform written administrative policy that permits
a Participant (including a Highly Compensated Employee) who has made Elective Deferrals for a year
where such Elective Deferrals includes both pre-tax Elective Deferrals and Roth Elective Deferrals
to elect whether the Excess Elective Deferrals, are to be attributed to pre-tax Elective Deferrals
or Roth Elective Deferrals or a combination of the two. In the event that no such administrative
policy is adopted, Excess Elective Deferrals will be first attributed to pre-tax Elective
Deferrals, and if such pre-tax contributions are not in an amount sufficient to make full
correction, will then be attributed to Roth Elective Deferrals.





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11.9 Distribution Of Excess Contributions




     (a) Notwithstanding any other provision of the Plan, Excess Contributions plus any income
and minus any loss allocable thereto through the end of the Plan Year for which such contributions
were made, shall be distributed to affected Participants no later than the last day of the Plan
Year following the Plan Year to which the Excess Contributions are attributable except to the
extent such Excess Contributions are classified as Catch-Up Contributions. Excess Contributions
are allocated to the Highly Compensated Employees with the largest amounts of Employer
contributions taken into account in calculating the ADP Test for the year in which the excess
arose, beginning with the Highly Compensated Employee with the largest amount of such Employer
contributions and continuing in descending order until all the Excess Contributions have been
allocated. To the extent a Highly Compensated Employee has not reached his or her Catch-Up
Contribution limit under the Plan, Excess Contributions allocated to such Highly Compensated
Employee are Catch-Up Contributions and will not be treated as Excess Contributions. If such
excess amounts (other than Catch-Up Contributions) are distributed more than two and one-half (21/2)
months after the last day of the Plan Year to which the excess amounts are attributable, a 10%
excise tax will be imposed on the Employer maintaining the Plan with respect to such amounts.



     (b) Excess Contributions, including any amount recharacterized as a Voluntary After-tax
Contribution, shall be treated as Annual Additions with respect to the Plan Year to which the
excess is attributable, even if distributed.



     (c) Excess Contributions shall be adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess Contributions allocated to each Participant
is the sum of (1) income or loss allocable to the Participant’s Elective Deferral or Roth Elective
Deferral Account (and, if applicable, the QNEC Account or the QMAC Account or both) for the Plan
Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions
for the year and the denominator is the Participant’s account balance attributable to Elective
Deferrals or Roth Elective Deferrals (and QNECs or QMACs, or both, if any of such contributions are
included in the ADP test) without regard to any income or loss occurring during such Plan Year; and
(2) ten percent (10%) of the amount determined under (1) multiplied by the number of whole calendar
months between the end of the Plan Year and the date of distribution, counting the month of
distribution if the distribution occurs after the fifteenth (15th) of such month. A
Plan may use any reasonable method for computing the income or loss allocable to Excess
Contributions, provided such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating
income or loss to Participant’s accounts. For Plan Years beginning before 2006, income or loss
allocable to the period between the end of the Plan Year and the date of distribution could be
disregarded in determining income or loss. For Plan Years beginning after December 31, 2007, the
requirement that gap period income be allocated pursuant to Section 1.401(k)-2(b)(2) of the Final
Treasury Regulations shall no longer apply to Excess Contributions.



     (d) Excess Contributions shall be distributed from the Participant’s Elective Deferral or
Roth Elective Deferral Account and QMAC Account (if applicable) in proportion to the Participant’s
Elective Deferrals or Roth Elective Deferral and QMACs (to the extent used in the ADP Test) for the
test year. Excess Contributions shall be distributed from the Participant’s QNEC Account only to
the extent that such Excess Contributions exceed the Participant’s Elective Deferrals or Roth
Elective Deferrals and QMACs Account for the applicable test year.



     (e) A distribution of Excess Contributions is not includible in gross income to the extent
it represents a distribution of designated Roth Elective Deferrals. However, the income allocable
to a corrective distribution of Excess Contributions that are designated Roth Elective Deferrals is
included in gross income in the same manner as income allocable to a corrective distribution of
Excess Contributions that are not designated as Roth Elective Deferrals.



     (f) A Participant (including a Highly Compensated Employee) who has made Elective
Deferrals for a year where such Elective Deferrals includes both pre-tax Elective Deferrals and
Roth Elective Deferrals may elect whether the Excess Contributions are to be attributed to pre-tax
Elective Deferrals or Roth Elective Deferrals or a combination of the two. In the event that no
election is made by the Participant, Excess Contributions will be first attributed to pre-tax
Elective Deferrals, and if such pre-tax contributions are not in an amount sufficient to make full
correction, will then be attributed to Roth Elective Deferrals.





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11.10 Distribution Of Excess Aggregate Contributions




     (a) Notwithstanding any other provisions of this Plan, Excess Aggregate Contributions,
plus any income and minus any loss allocable thereto through the end of the Plan Year for which
such contributions were made, shall be forfeited, if forfeitable or if not forfeitable, distributed
no later than the close of the following Plan Year to Participants to whose accounts such Excess
Aggregate Contributions were allocated for the preceding Plan Year. Excess Aggregate Contributions
are allocated to the Highly Compensated Employees with the largest Contribution Percentage Amounts
taken into account in calculating the ACP Test for the year in which the excess arose, beginning
with the Highly Compensated Employee with the largest amount of such Contribution Percentage and
continuing in descending order until all the Excess Aggregate Contributions have been allocated.
For purposes of the preceding sentence, the “largest amount” is determined after distribution of
any Excess Aggregate Contributions.



     (b) If such Excess Aggregate Contributions are distributed more than two and one-half (21/2)
months after the last day of the Plan Year in which such excess amount arose, a 10% excise tax will
be imposed on the Employer maintaining the Plan with respect to those amounts. Excess Aggregate
Contributions shall be treated as Annual Additions for purposes of Article X, Limitations On
Allocations, even if distributed.



     (c) Excess Aggregate Contributions shall be adjusted for any income or loss up to the date
of the distribution. The income or loss allocable to the Excess Aggregate Contributions allocated
to each Participant is the sum of (1) income or loss allocable to each Participant’s Employee
contribution account, Matching Contribution Account, QMAC Account (if any, and if all amounts
therein are not used in the ADP Test) and, if applicable, QNEC Account and the Elective Deferral
Account for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s
Excess Aggregate Contributions for the year and the denominator is the Participant’s account
balance(s) attributable to contribution percentage amounts without regard to any income or loss
occurring during such Plan Year; and (2) ten percent (10%) of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution occurs after the fifteenth
(15th) of such month. For Plan Years beginning after December 31, 2007, the
requirement that gap period income be allocated pursuant to Section 1.401(m)-2(b)(2) of the Final
Treasury Regulations shall no longer apply to Excess Aggregate Contributions.



     (d) Excess Aggregate Contributions shall be forfeited, if forfeitable or distributed first
from the Participant’s Voluntary After-tax Contribution account, if any, then the Required
After-tax Contribution Account, if any, then the vested Matching Contribution Account and QMAC
Account (and if applicable the Participant’s QNEC Account, and/or Elective Deferral, Roth Elective
Deferral Account, or both).



     (e) Forfeitures of Excess Aggregate Contributions may be reallocated to the accounts of
other Participants or applied to reduce Employer contributions.



     (f) Notwithstanding paragraphs (b)(2)(vi)(A) and (B) of Regulations Section 1.401(m)-2, a
distribution of Excess Aggregate Contributions is not includible in gross income to the extent it
represents a distribution of Roth Elective Deferrals. However, the income allocable to a
corrective distribution of Excess Aggregate Contributions that are Roth Elective Deferrals is taxed
in the same manner as income allocable to a corrective distribution of Excess Aggregate
Contributions that are not Roth Elective Deferrals.



     (g) Employee Contributions shall mean any contribution (other than Roth Elective
Deferrals) made to the Plan by or on behalf of a Participant that is included in the Participant’s
gross income in the year in which made and that is maintained under a separate account to which
earnings and losses are allocated.



     (h) A Participant (including a Highly Compensated Employee) who has made Elective
Deferrals for a year where such Elective Deferrals includes both pre-tax Elective Deferrals and
Roth Elective Deferrals may elect whether the Excess Aggregate Contributions and Excess Annual
Additions are to be attributed to pre-tax Elective Deferrals or Roth Elective Deferrals or a
combination of the two. In the event that no election is made by the Participant, Excess Aggregate
Contributions will be first attributed to pre-tax Elective Deferrals, and if such pre-tax
contributions are not in an amount sufficient to make full correction, will then be attributed to
Roth Elective Deferrals.


11.11 Qualified Non-Elective And/Or Matching Contributions



The Employer may make a QNEC or QMAC for Non-Highly Compensated Employees to increase the ADP
and/or ACP to the point where the Plan passes the ADP Test and/or the ACP Test. The following
rules apply with respect to such contributions:




     (a) A QNEC or QMAC used in the ADP Test may not also be included in the ACP Test.



     (b) If testing is done on the basis of Current Plan Year data, QNECs and/or QMACs must be
made and credited to Participant accounts not later than the last day of the twelve (12)
consecutive month period following the end of the Plan Year being tested.





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     (c) If testing is done on the basis of Prior Plan Year data for Non-Highly Compensated
Employees, QNECs and/or QMACs for such Employees must be contributed not later than the last day of
the Plan Year being tested.



     (d) If the Employer makes Non-Elective Contributions which are not designated as Qualified
Non-Elective Contributions at the time of the contribution to the Plan, the Plan Administrator may
re-designate such contributions as Qualified Non-Elective Contributions if the contributions
otherwise satisfy the requirements of a Qualified Non-Elective Contribution.



     (e) The Employer’s QNEC or QMAC Contribution will be allocated to a group of Non-Highly
Compensated Participants. These contributions shall only be taken into account for a Plan Year for
such Non-Highly Compensated Participant only to the extent any such contribution does not exceed
the greater of:



          (1) 5% of the Participant’s 414(s) Compensation;



          (2) the Participant’s Elective Deferrals or Roth Elective Deferrals for that
year; and



          (3) the product of two (2) times the Plan’s representative Matching Contribution rate and
the Participant’s Elective Deferrals or Roth Elective Deferrals for that Plan Year.



          For purposes of this paragraph, the Plan’s representative Matching Contribution rate is the
lowest matching rate for any eligible Non-Highly Compensated Employee among a group of Non-Highly
Compensated Employees that consists of half of all eligible Non-Highly Compensated Employees in the
Plan for the Plan Year who make Elective Deferrals or Roth Elective Deferrals for the Plan Year
(or, if greater, the lowest matching rate for all eligible Non-Highly Compensated Employees in the
Plan who are employed by the Employer on the last day of the Plan Year and who make Elective
Deferrals or Roth Elective Deferrals for the Plan Year).



          For purposes of this paragraph, the Matching Contribution rate for a Participant generally is
the Matching Contributions made for such Participant divided by the Participant’s Elective
Deferrals or Roth Elective Deferrals for the Plan Year. If the Matching Contribution rate is not
the same for all levels of Elective Deferrals or Roth Elective Deferrals or a Participant, the
Participant’s Matching Contribution rate is determined assuming that a Participant’s Elective
Deferrals or Roth Elective Deferrals are equal to 6% of Compensation.



          If a Plan provides a Matching Contribution with respect to the sum of the Participant’s
Employee contributions and Elective Deferrals or Roth Elective Deferrals, that sum is substituted
for the amount of the Participants Elective Deferrals or Roth Elective Deferrals of this paragraph
and Participants who make either Employee Contributions or Elective Deferrals or Roth Elective
Deferrals are taken into account under this paragraph. Similarly, if a Plan provides a Matching
Contribution with respect to the Participant’s Employee contributions, but not to the Participant’s
Elective Deferrals or Roth Elective Deferrals, the Participant’s Employee contributions are
substituted for the amount of the Participant’s Elective Deferrals or Roth Elective Deferrals and
Participants who make Employee contributions are taken into account.



     (f) For purposes of this paragraph, the applicable contribution rate for an eligible
Non-Highly Compensated Participant is the sum of the Qualified Matching Contributions taken into
account under this paragraph for the eligible Non-Highly Compensated Participant for the Plan Year
and the Qualified Non-Elective Contributions made for the eligible Non-Highly Compensated
Participant for the Plan Year, divided by the eligible Non-Highly Compensated Participant’s
Compensation for the same period.



     (g) Notwithstanding anything herein to the contrary, Qualified Non-Elective Contributions
that are made in connection an Employer’s obligation to pay prevailing wages under the Davis-Bacon
Act (45 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law
89-286, or similar legislation can be taken into account for a Plan Year for a Non-Highly
Compensated Participant to the extent such contributions do not exceed 10% of that Non-Highly
Compensated Employee’s Compensation. This exception applies to both the ADP and ACP Test.



     (h) Qualified Matching Contributions satisfy this paragraph only to the extent that such
Qualified Matching Contributions are Matching Contributions that are not precluded from being taken
into account under the ACP Test for the Plan Year under the rules of Regulations Section
1.401(m)-2(a)(5)(ii).



     (i) Qualified Non-Elective Contributions and Qualified Matching Contributions cannot be
taken into account under this paragraph where such contributions are taken into account for
purposes of satisfying any other ADP Test, any ACP Test, or the requirements of Regulations Section
1.401(k)-4. Matching Contributions that are made pursuant to Regulations Section 1.401(k)-3(c)
cannot be taken into account under the ADP Test. Similarly, if a plan switches from the Current
Year testing method to the Prior Year testing method pursuant to Regulations Sections
1.401(k)-2(c), Qualified Non-Elective Contributions that are taken into account under the Current
Year testing method for a Plan Year may not be taken into account under the Prior Year testing
method for the next Plan Year.





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     (j) If the Employer has elected in the Adoption Agreement to use the Current Year Testing
method, in lieu of distributing Excess Contributions as provided in paragraph 11.6, or Excess
Aggregate Contributions as provided in paragraph 11.7, and to the extent elected by the Employer in
the Adoption Agreement, the Employer will make a QNEC on behalf of Participants that is sufficient
to satisfy the ADP Test and the ACP Test. QNECs will be allocated either to all Participants or
only to Participants who are Non-Highly Compensated Employees, as elected by the Employer in the
Adoption Agreement, in the ratio in which each such Participant’s Compensation for the Plan Year
bears to the total Compensation of all such Participants for such Plan Year.



11.12 Reserved




11.13 Safe Harbor 401(k) Plan Rules Of Application




        (a) The Employer may elect in a cash or deferred adoption agreement to apply the safe
harbor 401(k) plan provisions found in paragraphs 11.13 through 11.19. Except as otherwise
permitted, an Employer must elect the Safe Harbor Plan provisions and must satisfy the notice
requirements of paragraph 11.19 prior to the beginning of the Plan Year to which the Safe Harbor
provisions will be applied. The Employer must apply the Safe Harbor provisions for the entire Plan
Year [which shall be at least twelve (12) months long], including any short Plan Year. An Employer
who elects in the Adoption Agreement and operationally satisfies the Safe Harbor provisions of
paragraphs 11.13 through 11.19 is not subject to the nondiscrimination requirements of paragraph
11.2. An Employer who elects to provide additional Matching Contributions as set forth in
paragraph 11.17 will be subject to the nondiscrimination provisions of paragraph 11.4, unless the
additional Matching Contributions satisfy the ACP Test safe harbor provisions in paragraph 11.17.



        (b) The Employer may elect in the Adoption Agreement either to make a Safe Harbor
Non-Elective Contribution on behalf of each eligible Employee who is eligible to participate in the
Plan, or to make a Safe Harbor Matching Contribution on behalf of each eligible Employee who is
eligible to participate in the Plan and who is making Elective Deferrals or Roth Elective
Deferrals. A Plan intending to satisfy the requirements of Code Sections 401(k)(12) and 401(m)(11)
(a “Safe Harbor CODA”) generally must satisfy such requirements, including the notice requirement,
for the entire Plan Year.



        (c) The Safe Harbor Non-Elective Contribution that will be made on behalf of each eligible
Employee who is eligible to participate in the Plan will be equal to at least 3% of the Employee’s
Compensation.



        (d) The Safe Harbor Matching Contribution shall be made under the Basic Matching Formula
or an Enhanced Matching Formula as described below.



          (1) Basic Matching Contribution Formula — The Basic Matching Formula provides a Matching
Contribution on behalf of each eligible Employee who is making Elective Deferrals or Roth Elective
Deferrals to the Plan in an amount equal to 100% of the amount of the Employee’s Elective Deferrals
or Roth Elective Deferrals that do not exceed 3% of the Employee’s Compensation and 50% of the
amount of the Employee’s Elective Deferrals or Roth Elective Deferrals that exceed 3% of the
Employee’s Compensation but do not exceed 5% of the Employee’s Compensation. A Plan satisfying the
ADP Safe Harbor using the Basic Matching Formula automatically satisfies the ACP Test, if no
Voluntary After-tax Contributions or other Matching Contribution is made under the Plan.



          (2) Enhanced Matching Formula — The Enhanced Matching Formula provides a Matching
Contribution on behalf of each Eligible Employee who is making Elective Deferrals or Roth Elective
Deferrals to the Plan under a formula that, at any rate of Elective Deferrals or Roth Elective
Deferrals provides an aggregate amount of Matching Contributions at least equal to the aggregate
amount of Matching Contributions that would have been provided under the Basic Matching Formula.
In no event shall the aggregate amount of Matching Contributions under an Enhanced Matching Formula
exceed 6% of an eligible Employee’s Compensation. Under the Enhanced Matching Formula, the rate of
Matching Contributions may not increase as a Participant’s rate of Elective Deferrals or Roth
Elective Deferrals increases. A Plan satisfying the ADP Safe Harbor using the Enhanced Matching
Formula under which Matching Contributions made with respect to Elective Deferrals or Roth Elective
Deferrals that are not made in excess of 6% of the eligible Employee’s Compensation, automatically
satisfies the ACP Test if no Voluntary After-tax Contributions or other Matching Contribution is
made under the Plan.



          (3) Additional Discretionary Matching Contribution — An Employer may elect in the
Adoption Agreement to provide an additional discretionary Matching Contribution. Any such
contribution cannot exceed 4% of a Participant’s Compensation. This is a limit on the total
Matching Contribution formula, and is not a limit on the percentage of Compensation which is
deferred and taken into account under the matching formula.



          (4) Limitation On Matching Contributions To Highly Compensated Employees — The Matching
Contribution requirement will not be satisfied if, at any rate of Elective Deferrals or Roth
Elective Deferrals, the rate of Matching Contributions that would apply with respect to any Highly
Compensated Employee who is making Elective Deferrals or Roth Elective Deferrals under the Plan is
greater than the rate of Matching Contributions





79









 




that would apply with respect to any Non-Highly Compensated Employee who is making Elective
Deferrals or Roth Elective Deferrals to the Plan and who has the same rate of Elective Deferrals or
Roth Elective Deferrals.




11.14 Safe Harbor 401(k) Plan Definitions




     (a) “ACP Test Safe Harbor” is the method described in paragraph 11.17 for satisfying the
ACP Test of Code Section 401(m)(2).



     (b) “ACP Test Safe Harbor Matching Contributions” are Matching Contributions described in
paragraph 11.15.



     (c) “ADP Test Safe Harbor” is the method described in paragraph 11.16 for satisfying the
ADP Test of Code Section 401(k)(3).



     (d) “ADP Test Safe Harbor Contributions” are Matching Contributions and Non-Elective
Contributions described in paragraph 11.15.



     (e) “Compensation” is defined in paragraph 1.15 with no dollar limit other than the limit
imposed by Code Section 401(a)(17) as it applies to the Compensation of a Non-Highly Compensated
Employee. Solely for purposes of determining the Compensation subject to a Participant’s Salary
Deferral Agreement, the Employer may use an alternative definition to the one described in the
preceding sentence, provided such alternate definition is a reasonable definition with the meaning
of Regulations Section 1.414(s)-1(d)(2), and permits each Participant to elect sufficient Elective
Deferrals or Roth Elective Deferrals to receive the maximum amount of Matching Contributions
(determined using the definition of Compensation described in the preceding sentence) available to
the Participant under this Plan.



     (f) “Eligible Employee” means an Employee eligible to make Elective Deferrals or Roth
Elective Deferrals under the Plan for any part of the Plan Year or who would be eligible to make
Elective Deferrals or Roth Elective Deferrals but for a suspension due to a Hardship distribution
described in paragraph 6.11 or to statutory limitations, such as Code Sections 402(g) and 415.



     (g) “Matching Contributions” are contributions made by the Employer on account of an
Eligible Employee’s Elective Deferrals or Roth Elective Deferrals.



11.15 Required Restrictions On Safe Harbor 401(k) Contributions




     (a) Safe Harbor Matching Contributions and Safe Harbor Non-Elective Contributions are
Matching and Non-Elective Contributions respectively, that are:



          (1) nonforfeitable within the meaning of Treasury Regulations Section 1.401(k)-1(c),



          (2) subject to the distribution restrictions of Code Section 401(k)(2)(B) and Treasury
Regulations Section 1.401(k)-1(d), and



          (3) used to satisfy the Safe Harbor 401(k) Contribution requirements.



     (b) Pursuant to Code Section 401(k)(2)(B) and Treasury Regulations Section 1.401(k)-1(d),
such contributions (and earnings thereon) must not be distributable earlier than severance from
employment (separation from Service for Plan Years beginning before 2002), death, Disability, an
event described in Code Section 401(k)(10), or in the case of a profit-sharing or stock bonus plan,
the attainment of age 591/2. Pursuant to Code Section 401(k)(2)(B) and Treasury Regulations Section
1.401(k)-1(d)(2)(ii), these contributions shall not be eligible for distribution for reasons of
Hardship. A Plan electing to use either of the Safe Harbor Matching or the Safe Harbor
Non-Elective Contribution provisions shall not require that an Employee be employed on the last day
of the Plan Year or impose an hourly requirement in order for the Employee to be eligible to
receive a Safe Harbor Matching Contribution or a Safe Harbor Non-Elective Contribution.



     (c) Such contributions must satisfy the ADP Test Safe Harbor without regard to permitted
disparity under Code Section 401(l).



     (d) Safe Harbor Matching or Safe Harbor Non-Elective Contributions cannot be used to
satisfy the Safe Harbor Contribution requirements with respect to more than one (1) Plan.
Similarly, a cash or deferred arrangement will not fail to satisfy the requirement of this
paragraph (d) if it is added to an existing profit-sharing, stock bonus, or pre-ERISA money
purchase pension plan for the first time during that year provided that:



          (1) The plan is not a successor plan; and





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          (2) The cash or deferred arrangement is made effective no later than three (3) months
prior to the end of the Plan Year.



     (e) A Plan will fail to satisfy the ADP Test Safe Harbor or the ACP Test Safe Harbor for a
Plan Year unless the Plan Year is twelve (12) months in duration or in the case of the first Plan
Year of a newly established Plan (other than a successor Plan), the Plan Year is at least three (3)
months in duration (or any shorter period in the case of a newly established Employer that
establishes the Plan as soon as administratively feasible after the Employer came into existence).
If the Employer amends an existing Defined Contribution Plan to offer the Safe Harbor provisions,
the 401(k) arrangement of the Plan must be at least three (3) months in duration.



     (f) If the Safe Harbor provisions are an amendment and restatement of an existing Plan,
any contributions made prior to the adoption of the Safe Harbor provisions which are subject to a
vesting schedule will continue to vest according to the vesting schedule in effect prior to the
amendment or restatement of the Plan.



     (g) A Plan that has a short Plan Year as a result of changing its Plan Year will not fail
to satisfy the requirements of this paragraph section merely because the Plan Year has less than
twelve (12) months, provided that:



          (1) The Plan would satisfy the requirements of this section for the immediately preceding
Plan Year; and



          (2) The Plan satisfies the requirements of this section [determined without regard to the
notice requirement for the immediately following Plan Year or for the immediately following twelve
(12) months if the immediately following Plan Year is less then twelve (12) months].



     (h) A Plan that terminates during a Plan Year will not fail to satisfy the requirements of
this paragraph merely because the final Plan Year is less than twelve (12) months, provided that
the Plan satisfies the requirement of this section through the date of termination and either:



          (1) The Plan satisfied the notice requirements of this paragraph treating the termination
of the Plan as a reduction or suspension of Safe Harbor Matching Contributions, other than the
requirement that Employees have a reasonable opportunity to change their cash or deferred elections
and, if applicable, Employee contribution elections; or



          (2) The Plan termination is in connection with a transaction described in Code Section
410(b)(6)(C) or the Employer incurs a substantial business hardship comparable to a substantial
business hardship described in Code Section 412(d).



11.16 ADP Test Safe Harbor




     (a) The Employer may elect in the Adoption Agreement to make Basic Safe Harbor Matching
Contributions, Enhanced Safe Harbor Matching Contributions or Safe Harbor Non-Elective
Contributions to this Plan or to another Defined Contribution Plan as indicated in the Adoption
Agreement.



     (b) Notwithstanding the requirement in subparagraph 11.16(a) above that the Employer make
the ADP Test Safe Harbor Contributions to the Defined Contribution Plan indicated in the Adoption
Agreement, such Safe Harbor Contributions will be made to this Plan unless each Employee eligible
under this Plan is also eligible under the other Plan, the other plan has the same Plan Year as
this Plan, and the plans comply with the requirements of paragraph 11.20.



     (c) The Participant’s accrued benefit derived from ADP Test Safe Harbor Contributions is
nonforfeitable and may not be distributed earlier than severance from employment (separation from
service, for Plan Years beginning before 2002), death, Disability, an event described in Code
Section 401(k)(10), or, in the case of a profit-sharing plan, the attainment of age 591/2.


11.17 ACP Test Safe Harbor



The Employer maintaining a 401(k) Plan may elect in the Adoption Agreement to make additional
Matching Contributions in addition to the Safe Harbor Matching Contributions made to the Plan.
These additional Matching Contributions will be subject to the ACP Test Safe Harbor requirements
instead of testing the contributions under paragraph 11.4. The ACP Test Safe Harbor will be
satisfied if the following conditions are met:




     (a) no Matching Contribution may be made with respect to a Participant’s Elective
Deferrals or Roth Elective Deferrals and/or Voluntary After-tax Contributions which exceed 6% of
Compensation;



     (b) the amount of any discretionary Matching Contribution made after the 1999 Plan Year
shall not exceed 4% of the Participant’s Compensation;





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     (c) the rate of Matching Contributions made to the Plan may not increase as the rate of
Elective Deferrals or Roth Elective Deferrals increase;



     (d) no Highly Compensated Employee may receive a greater rate of match than a Non-Highly
Compensated Employee;



     (e) Matching Contributions used in the ACP Test Safe Harbor will be vested as indicated in
the Adoption Agreement, but, in any event, such contributions shall be fully vested at death,
attainment of Normal Retirement or Early Retirement, if applicable, upon the complete or partial
termination of the Plan, or upon the complete discontinuance of Employer contributions.
Forfeitures of nonvested ACP Test Safe Harbor Matching Contributions will be used to reduce the
Employer’s contribution of such ACP Test Safe Harbor Matching Contributions; and



     (f) Matching Contributions used in the ACP Test Safe Harbor will be vested accordance with
a vesting schedule that complies with Code Section 411(a)(12) as elected in the Adoption Agreement.
For Plan Years beginning before 2002, Matching Contributions could be vested according to any
vesting schedule that satisfied Section 411(a)(2) [Code Section 416(b), if the Plan was top-heavy].


The Participant’s accrued benefit derived from ACP Test Safe Harbor Contributions is nonforfeitable
and may not be distributed earlier than severance from employment (separation from Service for Plan
Years beginning before 2002), death, Disability, an event described in Code Section 401(k)(10), or
in the case of a profit-sharing plan, the attainment of age 591/2. In addition, such contributions
must satisfy the ACP Test Safe Harbor without regard to permitted disparity under Code Section
401(l).



Effective as of the first day of the 2006 Plan Year, if the Employer has elected in the Adoption
Agreement other eligibility requirements, any additional Matching Contributions may be subject to
the testing requirements of paragraph 11.4 rather than the Safe Harbor rules of paragraph 11.13.
The testing requirements of paragraph 11.4 will apply in any year that a Non-Highly Compensated
Employee fails to receive the required Matching Contribution.



11.18 Safe Harbor 401(k) Status



The Employer may amend a profit-sharing or Code Section 401(k) plan during a Plan Year to comply
with the Safe Harbor provisions of this Article for a Plan Year. In order to comply with these
provisions, the Employer must:




     (a) use the Current Year testing method;



     (b) amend the Plan to add the Safe Harbor provisions no later than thirty (30) days prior
to the end of the Plan Year and apply the Safe Harbor provisions for the entire Plan Year;



     (c) satisfy the Safe Harbor contribution requirements using the Safe Harbor Non-Elective
Contribution;



     (d) provide the Safe Harbor notice to Participants prior to the beginning of the Plan Year
for which the Plan amendment applies which indicates the Employer will provide Basic or Enhanced
Matching Contributions or indicates that the Employer may later amend the Plan to comply with the
Safe Harbor provisions by use of the Safe Harbor Non-Elective Contribution;



     (e) provide an additional notice to Participants at least thirty (30) days prior to the
end of the Plan Year only in the case of Safe Harbor Non-Elective Contribution advising
Participants of the amendment; and



     (f) actually provide the notice described in (e) above, should the Employer amend the Plan
to comply with the Safe Harbor requirements.


A Safe Harbor 401(k) Plan may be amended during a Plan Year to reduce or entirely eliminate on a
prospective basis any Safe Harbor Contribution which is either a Basic or Enhanced Matching
Contribution conditioned on the Employer providing a notice to the Participants which explains the
effect of the amendment and specifies the following:




     (a) informs the Participants they will have the opportunity to amend their Salary
Deferral Agreements;



     (b) the Effective Date of the amendment is specified;



     (c) Participants are given the opportunity prior to the Effective Date of the amendment to
amend their Salary Deferral Agreement; and



     (d) the amendment to the Plan does not take effect until the later of thirty (30) days
after the notice of the amendment is provided to the Participant or the date the Employer adopts
the amendment.





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An Employer who amends a Safe Harbor Plan to either reduce or eliminate the Safe Harbor Matching
Contribution under this paragraph or terminates the Plan during the Plan Year, must continue to
comply with all of the Safe Harbor requirements of this paragraph until the amendment or Plan
termination becomes effective. The Plan must continue to use the Current Year testing method for
the entire Plan Year and satisfy the nondiscrimination test under paragraph 11.2, and if applicable
the nondiscrimination tests under paragraph 11.4.



11.19 Safe Harbor 401(k) Notice Requirement



The notice requirement is satisfied if each Eligible Employee is given an annual written notice of
the Employee’s rights and obligations under the Plan and the notice provided to the Employee
satisfies the content requirement and the timing requirement as follows:




     (a) The notice shall be sufficiently accurate and comprehensive to inform the Employee of
the Employee’s rights and obligations under the Plan and written in a manner calculated to be
understood by the average Employee eligible to participate in the Plan. The notice shall
accurately describe:



          (1) the Safe Harbor Matching or Non-Elective Contribution Formula (including a description
of the levels of Matching Contributions, if any, available under the Plan);



          (2) any other contributions under the Plan (including the potential for discretionary
Matching Contributions) and the conditions under which such contributions are made;



          (3) the Plan to which the Safe Harbor Contributions will be made (if different than the
Plan containing the cash or deferred arrangement);




          (4) the type and amount of Compensation that may be deferred under the Plan;



          (5) how to make cash or deferred elections, including any administrative requirements that
apply to such elections;




          (6) the periods available under the Plan for making cash or deferred elections;
and




          (7) withdrawal and vesting provisions applicable to contributions under the
Plan.



     (b) If the notice is provided to eligible Employees within a reasonable period before the
beginning of each Plan Year (or in the Plan Year an Employee becomes eligible within a reasonable
period before the Employee becomes eligible), the Plan shall satisfy the Safe Harbor notice
requirements. Notwithstanding the foregoing general rule, a notice shall be deemed to have been
provided in timely manner if the notice is provided to each Employee who is eligible to participate
in the Plan for the Plan Year at least thirty (30) days [but no more than ninety (90) days] before
the beginning of the Plan Year. If an Employee does not receive the notice because he or she only
becomes eligible to participate in the Plan after the ninetieth day before the beginning of the
Plan Year, the requirement to give the notice will be satisfied if the notice is provided not more
than ninety (90) days before the Employee becomes eligible to participate, but in no event later
than the date the Employee becomes eligible. The preceding sentence shall apply in the case of any
Employee eligible for the first Plan Year in which an Employee becomes eligible under an existing
Code Section 401(k) cash or deferred arrangement.



     (c) In addition to any other election periods provided under the Plan, each eligible
Employee may make or modify a deferral election during the thirty (30) day period immediately
following receipt of the notice described above.



     (d) The Plan may provide the Safe Harbor notice in writing or by electronic means. If
provided electronically, the notice must be no less understandable than a written paper document
and at the time of delivery of the electronic notice, the Employee is advised that he or she may
request to receive the notice in writing at no additional charge. Supplemental notices may also be
given electronically under the same conditions.



     (e) The Plan may also comply with certain content requirements of the notice under
Regulations Section 1.401(k)-3(d)(2) by use of the Summary Plan Description. The Safe Harbor
notice must cross-reference the applicable sections in the Summary Plan Description. The
information which may be contained in the Summary Plan Description, as cross-referenced in the
notice, relates to any other contributions under the Plan, the plan to which safe harbor
contributions will be made, and/or the type and amount of compensation that may be deferred under
the Plan.


11.20 Satisfying Safe Harbor 401(k) Contribution Requirements Under Another Defined
Contribution Plan




     (a) General Requirements - A Safe Harbor Matching or Safe Harbor Non-Elective
Contribution may be made to this Plan or to another Defined Contribution Plan maintained by the
Employer that satisfies Code Sections 401(a) or 403(a). The Employer electing this option shall do
so by identifying the plan that makes the Safe





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Harbor Contribution in the Adoption Agreement. If the Safe Harbor Contributions are made to
another Defined Contribution Plan, the Safe Harbor Contribution requirements must be satisfied in
the same manner as if the contributions were being made to this Plan. A Safe Harbor Contribution
made to another Defined Contribution Plan shall not satisfy this Safe Harbor requirement unless
each Employee eligible to participate in this Plan is eligible to participate in the other Defined
Contribution Plan under the same terms and conditions.




     (b) Same Plan Year Requirement — In order to satisfy the Safe Harbor Contribution
requirements, this Plan and the other Defined Contribution Plan to which the Safe Harbor
Contribution is to be made must have the same Plan Year.



     (c) Aggregation And Disaggregation Rules - The rules that apply for purposes of
aggregating and disaggregating cash or deferred arrangement and Plans under Code Sections 401(k)
and 401(m) also apply for purposes of Code Sections 401(k)(12) and 401(m)(11), respectively. All
cash or deferred arrangements included in a Plan are treated as a single cash or deferred
arrangement that must satisfy the Safe Harbor Contribution and notice requirements. Moreover, two
(2) Plans within the meaning of Regulations Section 1.410(b)-7(b) that are treated as a single Plan
pursuant to the permissive aggregation rules of Regulation Section 1.410(b)-7(d) are treated as a
single Plan for purposes of the Safe Harbor requirements. Conversely, a Plan [within the meaning
of Code Section 414(l)] that includes a cash or deferred arrangement covering both collectively
bargained employees and non-collectively bargained employees is treated as two (2) separate plans
for purposes of Code Section 401(k), and the ADP Safe Harbor need not be satisfied with respect to
both plans in order for one (1) of the plans to take advantage of the ADP Test Safe Harbor.
Similarly, if pursuant to Code Section 410(b)(4)(B), an Employer applies Code Section 410(b)
separately to the portion of the plan [within the meaning of Code Section 414(l)] that benefits
only Employees who satisfy age and Service conditions under the plan that are lower than the
greatest minimum age and Service conditions permitted under Code Section 410(a), the Plan is
treated as two (2) separate plans for purposes of Code Section 401(k), and the ADP Test Safe Harbor
need not be satisfied with respect to both plans in order for one (1) of the plans to take
advantage of the ADP Test Safe Harbor.


11.21 Nondiscrimination Tests In An Eligible Automatic Contribution Arrangement



In the case of an Eligible Automatic Contribution Arrangement (EACA) under the Plan that fails the
ADP/ACP nondiscrimination test(s) because of Excess Contributions and/or Excess Aggregate
Contributions to an EACA, in order to avoid the 10% penalty imposed on the Employer under Code
Section 4979, the Plan Administrator must forfeit (if forfeitable) or issue corrective refunds of
the Excess Contributions and/or Excess Aggregate Contributions (together with any income allocable
thereto through the end of the Plan Year for which such contributions were made) within six (6)
months after the end of the Plan Year to which such ADP test or ACP test relates. Any Excess
Contributions or Excess Aggregate Contributions (including the allocable income, if any, described
in the preceding sentence) that are distributed will be treated as earned and received by the
Participant in the tax year in which the distribution is made. This special rule only applies if
the EACA covers all eligible Employees under the Plan for the entire Plan Year (or the portion of
the Plan Year that the Employee is an eligible Employee).










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ARTICLE XII

ADMINISTRATION



12.1 Plan Administrator



The Plan shall be administered by the Plan Administrator who shall have the authority to enforce
the Plan on behalf of any persons having or claiming any interest under the Plan and who shall be
responsible for the operation of the Plan in accordance with its terms. The Plan Administrator
shall be the “named fiduciary” for purposes of ERISA Section 402(a)(2) with the sole authority to
control and manage the operation and administration of the Plan, and will be responsible for
complying with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of
ERISA and, unless the Employer has otherwise designated, shall act as agent for service of legal
process with respect to the Plan. The Plan Administrator shall determine by rules of uniform
application all questions arising out of the administration, interpretation and application of the
Plan which determination(s) shall be conclusive and binding on all parties. The Employer will
serve as Plan Administrator unless an individual or other entity (excluding the Trustee or
Custodian, unless they are the Employer sponsoring the Plan) is named to serve in such capacity.
The Plan Administrator may appoint or allocate the duties of the Plan Administrator among several
individuals or entities. The Plan Administrator’s duties shall include:




     (a) appointing the Plan’s attorney, accountant, Service Provider, actuary, Trustee,
Custodian, investment manager, or any other party needed to administer the Plan;



     (b) directing the appropriate party with respect to payments from the Trust;



     (c) communicating with Employees regarding their participation and benefits under the
Plan, including the administration of all claims procedures;



     (d) maintaining all necessary records for the administration of the Plan,
nondiscrimination testing, and filing any returns and reports with the Internal Revenue Service,
Department of Labor, or any other governmental agency;



     (e) reviewing and approving any financial reports, investment reviews, or other reports
prepared by any party appointed by the Employer under paragraph (a);



     (f) establishing a funding policy and investment objectives consistent with the purposes
of the Plan and ERISA;



     (g) construing and resolving any question of Plan interpretation and questions of fact.
The Plan Administrator’s interpretation of Plan provisions and resolution of questions of facts
including eligibility and amount of benefits under the Plan is final and unless it can be shown to
be arbitrary and capricious, will not be subject to “de novo” review;



     (h) monitoring the activities of the Trustee and the performance of, and making changes
when necessary to, the portfolio of the Plan;



     (i) obtaining a legal determination of the qualified status of all domestic relations
orders and complying with the requirements of the law with regard thereto;



     (j) administering any loan program including ensuring that any and all loans made by the
Plan are in compliance with the requirements of the Internal Revenue Code and the Regulations
issued thereunder, and the Regulations issued by the Department of Labor;



     (k) determining from the records of the Employer, the Compensation, Service, records,
status, and the other facts regarding Participants and Employees;



     (l) selecting the insurer to provide any life insurance policy to be purchased for any
Participant hereunder; and



     (m) the right to employ others, including legal counsel who may, but need not, be counsel
to the Employer, to render advice regarding any questions which may arise with respect to its
rights, duties and responsibilities under the Plan, and may rely upon the opinions or certificates
of any such person.


12.2 Persons Serving As Plan Administrator



If the Employer is no longer in existence, and the Plan or the Employer does not specify the person
to take an action or otherwise serve in the place of the Employer in connection with the operation
of the Plan, the Plan Administrator shall so act or serve, but if there is no person serving as
Plan Administrator, then a successor shall be designated in writing by a majority of Participants
whose accounts under the Plan have not yet been fully distributed at such time. A majority of the
legally competent Beneficiaries of a deceased Participant then entitled to receive benefits may
exercise a deceased Participant’s right to participate in that designation and shall be considered
for that purpose to be one Participant, in the Participant’s place.







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12.3 Action By Employer



Any action required of the Employer under the Plan shall be executed by the sole proprietor (if the
Employer is a sole proprietorship), by a general partner or member of the Employer (if the Employer
is a partnership or limited liability company), or by the board of directors or a duly authorized
officer of the Employer (if the Employer is a corporation or other similarly organized business
entity). If the Employer is no longer in existence, and the Plan does not specify the person to
take an action, or otherwise serve in the place of the Employer in connection with the operation of
the Plan, the Plan Administrator shall so act or serve, but if there is no person serving as Plan
Administrator, such action shall be taken by a person selected following the approach referred to
in paragraph 12.2. The Trustee and/or Custodian shall have no responsibility for inquiring into
the authority of any person purporting to act on behalf of an Employer and shall not assume any
such responsibility.




12.4 Responsibilities Of The Parties




     (a) The Employer and the Plan Administrator shall cooperate with each other in all
respects, including the provision to each other of records and other information relating to the
Plan, as may be necessary or appropriate for the proper operation of the Plan or as may be required
under the Code or ERISA.



     (b) The Plan Administrator may delegate in writing all or any part of the Plan
Administrator’s responsibilities under the Plan to agents or others by written agreement
communicated to the delegate and to the Employer or, if the Employer is no longer in existence, to
such person or persons selected following the approach in paragraph 12.2 and, in the same manner,
may revoke any such delegation of responsibility. Any action of a delegate in the exercise of such
delegated responsibilities shall have the same force and effect for all purposes as if the Plan
Administrator had taken such action. The delegate shall have the right, in such person’s sole
discretion, by written instrument delivered to the Plan Administrator, to reject and refuse to
exercise any such delegated authority. The Trustee and/or Custodian need not act on instructions
of such a delegate despite any knowledge of such delegation, but may require the Plan Administrator
to directly provide all instructions necessary under the Plan.



     (c) Unless otherwise provided in a separate agreement, responsibility with respect to the
investment of the Trust shall be as elected in the Adoption Agreement. The Trustee and/or
Custodian shall invest the amounts allocated to Participants’ accounts pursuant, as applicable, to
the elections in the Adoption Agreement, Articles XII and XIII and/or in accordance with investment
directions from authorized parties as provided hereunder.



     (d) The Trustee and/or Custodian (or other agent appointed for this purpose) may act upon
receipt of directions (including without limitation, directions pursuant to a voice response
system, facsimile or other electronic or mechanical means). The Trustee and/or Custodian shall be
fully protected and will incur no liability for doing so.


12.5 Promulgating Notices And Procedures



The Employer and Plan Administrator are given the power and responsibility to promulgate certain
written notices, policies and/or procedures under the terms of the Plan and disseminate same to the
Participants, and the Plan Administrator may satisfy such responsibility by the preparation of any
such notice, policy and/or procedure in a written form which can be published and communicated to a
Participant in one or more of the following ways:




     (a) by distribution in hard copy;



     (b) through distribution of a summary plan description or summary of material
modifications thereto which sets forth the policy or procedure with respect to a right, benefit or
feature offered under the Plan;



     (c) by e-mail, either to a Participant’s personal e-mail address or his or her
Employer-maintained e-mail address; and



     (d) by publication on a web-site accessible by the Participant, provided the Participant
is notified of the web-site publication. Any notice, policy and/or procedure provided through an
electronic medium will only be valid if the electronic medium which is used is reasonably designed
to provide the notice, policy and/or procedure in a manner no less understandable to the
Participant than a written document, and under such medium, at the time the notice, policy and/or
procedure is provided, the Employee may request and receive the notice, policy and/or procedure in
a written paper document at no charge.


Effective January 1, 2007, any “applicable notice” (as defined in Regulations Section 1.401(a) —
21(e)(1)) provided to Participants through an electronic medium must also meet the following
requirements:




     (e) The electronic system must be designed to alert the Participant, at the time an
applicable notice is provided, to the significance of the information in the notice (including
identification of the subject matter of the notice) and provide any instructions needed to access
the notice, in a manner that is readily understandable; and



     (f) the electronic record of any applicable notice must be maintained in a form that is
capable of being retained and accurately reproduced for later reference.





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The electronic medium used to provide an applicable notice must be a medium that the Participant
has the effective ability to access. In addition, at the time the applicable notice is provided,
the Participant must be advised that he or she may request or receive the applicable notice on a
written paper document at no charge, and, upon request, the applicable notice must be provided to
the recipient at no charge.



Use of Electronic Media for Participant Elections. A Participant Election (as defined in
Regulations Section 1.401(a)-21(e)(6)) may be made using an electronic medium, and will be treated
as being provided in writing or in written form, only if the following requirements are satisfied:




     (g) Effective ability to access. The electronic medium under an electronic system used to
make a Participant Election must be a medium that the person who is eligible to make the election
is effectively able to access.



     (h) Authentication. The electronic system used in making Participant Elections is
reasonably designed to preclude any person other than the appropriate individual from making the
election.



     (i) Opportunity to review. The electronic system used in making Participant Elections
provides the person making the Participant Election with a reasonable opportunity to review,
confirm, modify, or rescind the terms of the election before the election becomes effective.



     (j) Confirmation of action. The person making the Participant Election receives, within a
reasonable time, a confirmation of the effect of the election under the terms of the Plan or
arrangement through either a written paper document or an electronic medium under a system that
satisfies the requirements of either paragraph (b) or (c) of Regulations Section 1.401(a)-21 (as if
the confirmation were an applicable notice).


In the case of a Participant Election which is required to be witnessed by a Plan representative or
a notary public (such as a spousal consent under Section 417 of the Code), the signature of the
individual making the Participant Election must be witnessed in the physical presence of a Plan
representative or a notary public.



An electronic notarization acknowledging a signature (in accordance with Section 101(g) of E-SIGN
and State law applicable to notary publics) may be permitted by the Plan if the signature of the
individual is witnessed in the physical presence of a notary public.



12.6 Appointment Of Investment Manager



Unless otherwise provided in a separate Trust or investment policy agreement, the Employer or its
designate may make the appointment of an investment manager in accordance with this Article. If an
investment manager is appointed, such entity or individual must be registered directly or
indirectly as an investment manager under the Investment Advisors Act of 1940 or under applicable
state law, meet the requirements of ERISA Section 3(38) or be a bank as defined in said Act or an
insurance company qualified under the laws of more than one state to perform investment management
services. An investment manager shall acknowledge in writing its appointment and fiduciary status
hereunder and shall agree to comply with all applicable provisions of this document. The Employer,
Plan Administrator, Trustee and any properly appointed investment manager may execute a written
agreement which shall be incorporated by reference into the Plan which delineates the duties,
responsibilities and any liabilities of the investment manager with respect to any part of the
Trust Fund which the Employer manages. The investment manager shall have the investment powers
granted the Trustee in paragraph 13.8 except to the extent the investment manager’s powers are
limited by the investment management agreement. A copy of the investment management agreement (and
any modifications or termination thereof) must be provided to the Trustee or Custodian (in the
instance where there is no Trustee). Written notice of each appointment of an investment manager
shall be given to the Trustee or Custodian (in the instance where there is no Trustee) in advance
of the effective date of the appointment. Such notice or agreement shall specify what portion of
the Trust Fund will be subject to the investment manager’s discretion.



12.7 Participant Investment Direction



The Employer may elect in the Adoption Agreement to provide Participants with the option to direct
the investment of all or any part of their account balances as specified therein. The Employer or
the Named Investment Fiduciary from time to time shall select the investments to be made available,
including the appointment of any investment manager who meets the requirements of ERISA Section
3(38) to manage the assets of any Participant’s account. The Employer or the Named Investment
Fiduciary, independent of the Trustee, shall be responsible for reviewing the performance of such
investments. The following administrative procedures shall apply to the administration of
investments selected by the Employer or the Employer’s designated Fiduciary:




     (a) The Plan Administrator shall administer the program.



     (b) At the time an Employee becomes eligible for the Plan, he or she shall provide the
Plan Administrator an investment designation stating the percentage of his or her contributions to
be invested in the available investments.





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     (c) A Participant may change his or her election with respect to future contributions by
notifying the Employer, or if agreed upon, Trustee and/or Custodian or other Service Provider, as
they shall mutually agree, in accordance with the procedures established by the Plan Administrator.



     (d) A Participant may transfer or exchange his or her balance from one investment
alternative to another by notifying the Employer, Trustee and/or Custodian or other Service
Provider, as they shall mutually agree, in accordance with the procedures established by the Plan
Administrator.



     (e) The investment alternatives offered under the Plan may be limited in a uniform and
nondiscriminatory manner. Investments may be restricted to specific investment alternatives
selected, including but not limited to, certain mutual funds, investment contracts, collective
funds or deposit accounts. If investments outside the alternatives selected are permitted,
Participants may not direct that investments be made in collectibles other than U.S. Government or
state issued gold and silver coins.



     (f) The Plan Administrator may permit, in a uniform and nondiscriminatory manner, a
Beneficiary of a deceased Participant or alternate payee under a Qualified Domestic Relations Order
[as defined in Code Section 414(p)] to individually direct their account in accordance with this
paragraph.



     (g) Investment directions will be processed as soon as administratively practicable after
proper investment directions are received from the Participant. The Employer, Plan Administrator,
Service Provider, Trustee and/or Custodian cannot provide any guarantee of the timing of processing
of any investment directive. The Employer, Plan Administrator, Service Provider, Trustee and/or
Custodian reserve the right not to value an investment alternative or a Participant’s account on
any given Valuation Date for any reason deemed appropriate by the Employer or Plan Administrator.
The Employer, Plan Administrator, Service Provider, Trustee and/or Custodian further reserve the
right to delay the processing of any investment transaction for any legitimate business reason
including but not limited to failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a Service Provider to timely receive values or
prices, to correct its errors or omissions or the errors or omissions of any Service Provider.



     (h) Notwithstanding the foregoing, and regardless of a Participant’s authority to direct
the investment of assets allocated to his or her account, the Named Investment Fiduciary is
authorized and empowered to direct the Trustee to invest funds in short term investments pending
other investment instructions by the Plan Administrator.



     (i) If the Plan permits Participants the right to reallocate their contributions to a
different fund and to transfer contributions into and out of investments provided under the Plan,
subject to possible restrictions on these types of transactions, the Plan Administrator may decline
to implement investment directives where it in its sole discretion deems it appropriate (for
example, directives may be declined for excessive trading, market timing, or for any other
legitimate reason where the Plan Administrator, in fulfilling its Fiduciary role under ERISA,
believes that it would be imprudent to implement the directive). The Plan Administrator has the
power to adopt such rules and procedures to govern all Participant elections and directions under
the terms of the Plan.



     (j) All investment designations made by Participants are to be made subject to and in
accordance with such rules or procedures as the Plan Administrator shall adopt. Any such rules or
procedures when properly executed in a written document, will be deemed incorporated in this Plan.
The rules or procedures therein may be modified or amended by the Plan Administrator without the
necessity of amending this paragraph; however, any such modification must be communicated to
Participants in a manner described in paragraph 12.5. Notwithstanding the foregoing: (1) a summary
plan description or summary of material modifications in which the rules or procedures which
describe investment designations are outlined shall be considered a separate written document
sufficient to satisfy the requirements of this paragraph; and (2) any rules or procedures
established under this paragraph must be applied in a uniform nondiscriminatory manner.



     (k) Diversification Requirements For Employer Stock - If this Plan holds Employer Stock,
the following diversification requirements shall apply and Employer Stock as used in this paragraph
(k) shall have the meaning set forth herein.



          (1) Employee Contributions Invested In Employer Securities - If any portion of an Employee
Contribution Account, Elective Deferral Account or Roth Deferral Account is invested in Employer
Stock, then the Applicable Individual with respect to such Accounts may elect to divest such
Employer Stock and to reinvest an equivalent amount in other investment options meeting the
requirements of paragraph (4) below.



          (2) Employer Contributions Invested In Employer Stock — If a portion of the Participant’s
Employer contributions other than Elective Deferrals or Roth Deferrals is invested in Employer
Stock, the Applicable Individual (as defined in paragraph (3) below with respect to such Employer
Stock who is either a Participant who has completed at least three (3) Years of Service or a
Beneficiary (within the meaning of paragraph (3) below) of a Participant (who has either completed
at least three (3) Years of Service or died) may elect to direct the Plan





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Administrator to divest any such Employer Stock and to reinvest an equivalent amount in other
investment options meeting the requirements of paragraph (4) below.




          (3) Applicable Individual — An Applicable Individual for purposes of this paragraph
12.7(k) is:



               (i) any Participant, or



               (ii) any Beneficiary who has an account under the Plan with respect to which the
Beneficiary is entitled to exercise the rights of a Participant.



          (4) Investment Options — The Applicable Individual may direct the proceeds from the
divestment of Employer Stock to not less than three (3) investment options, other than Employer
Stock. Each such investment option must be diversified and have materially different risk and
return characteristics subject to the following:



               (i) The Plan shall not be treated as failing to meet the requirements of this paragraph
12.7(k) merely because the Plan Administrator limits the time for divestment and reinvestment to
periodic, reasonable opportunities occurring no less frequently than quarterly.



               (ii) The Plan shall not meet the requirements of this paragraph 12.7(k) if the Plan
Administrator imposes restrictions or conditions with respect to the investment of Employer Stock
which are not imposed on the investment of other assets of the Plan. This subparagraph shall not
apply to any restrictions or conditions imposed by reason of the application of securities laws.



          (5) Exception For Certain Plans — The Plan shall be exempt from the requirements of this
paragraph 12.7(k) if:



               (i) The Plan is an ESOP and there are no contributions to the Plan (or earnings
thereunder) which are held within the Plan that are subject to Code Section 401(k) or (m), and the
Plan is a separate plan for purposes of Code Section 414(l) with respect to any other Defined
Benefit Plan or Defined Contribution Plan maintained by the Employer or any controlled group
member, or



               (ii) The Plan is a “one-participant retirement plan” as described in Code Section
401(a)(35)(E)(iv), or



               (iii) The Plan does not hold any Employer Stock.



          (6) Certain Plans Treated As Holding Publicly Traded Employer Securities — Except as
provided in the following paragraph, if the Plan holds Employer securities which are not publicly
traded, it shall be treated as holding Employer Stock if any corporation which is an Employer
maintaining the Plan, or any member of a controlled group of corporations which includes such
Employer corporation, has issued a class of stock which is a publicly traded Employer security.


The preceding paragraph shall not apply to the Plan if no Employer corporation or parent
corporation of an Employer corporation, has issued any publicly traded Employer security and no
Employer corporation or parent corporation of an Employer corporation has issued any special class
of stock which grants particular rights to, or bears particular risks for, the holder or issuer
with respect to any corporation described in the preceding paragraph which has issued any publicly
traded Employer security.




          (7) Transition Rule For Employer Stock Attributable To Employer Contributions — If the
portion of an account to which paragraph 12.7(k)(2) applies consists of Employer Stock acquired in
a Plan Year beginning before January 1, 2007, then paragraph 12.7(k)(2) shall only apply to the
applicable percentage of such Employer Stock. This provision shall be applied separately with
respect to each class of Employer Stock. For purposes of this paragraph, the applicable percentage
shall be 33% in the first Plan Year, 66% in the second Plan Year, and 100% in the third and
following Plan Years.


The above transition rule shall not apply to a Participant who has attained age fifty-five (55) and
completed at least three (3) Years of Service before the first Plan Year beginning after December
31, 2005.



Notwithstanding the foregoing provisions, the Employer may provide Plan Participants with greater
or full diversification rights with respect to Employer Contributions invested in Employer Stock as
more particularly set forth in employer stock investment procedures or a similar document approved
by the Employer.




          (8) Employer Stock — For purposes of this paragraph, Employer Stock shall mean Employer
securities within the meaning of Section 407(d)(1) of ERISA, which are readily tradable on an
established security market. This paragraph only applies to Plans that hold Employer stock that is
publicly traded.





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12.8 Application Of ERISA Section 404(c)



The Employer may elect in the Adoption Agreement (unless otherwise provided in a separate Trust
Agreement) that Participant accounts under the Plan be invested as elected by each Participant in a
broad range of investment options made available from time to time by the Employer for this
purpose. The Employer may further elect in an addendum to the Plan (or other agreement, which is
incorporated by reference) that the Plan is intended to qualify as an “ERISA Section 404(c) Plan”
within the meaning of Regulations issued pursuant to such section. Participants shall have the
opportunity, at least once in any three (3) month period, to give investment instructions (with an
opportunity to obtain written confirmation of such instructions) as to the investment of
contributions made on his or her behalf among the available investment options. The Plan
Administrator shall be obligated to comply with such instructions except as otherwise provided in
the Regulations issued under ERISA Section 404(c).



The Plan Administrator will provide or will make arrangements to provide each Participant with a
description of the investment alternatives available under the Plan; and with respect to each
designated investment alternative, a general description of the investments objectives, risk and
return characteristics of each alternative, including information relating to the type and
diversification of assets comprising the investment portfolio.



The Plan Administrator by separate document may prescribe the form and the manner in which such
direction shall be made, as well as the frequency with which such directions may be made or changed
and the dates as of which they shall be effective, in a manner consistent with the foregoing. The
Plan Administrator (or a person or entity so designated by the Employer) shall be the Fiduciary
identified to furnish the information as contemplated by ERISA Section 404(c), but may designate on
its behalf another person or entity to provide such information or to perform any of the
obligations of the Plan Administrator under this paragraph.



Except as otherwise provided by law, the Trustee, Custodian, the Employer, or any Fiduciary of the
Plan shall not be liable to the Participant or any of his or her Beneficiaries for any loss
resulting from action taken at the direction of the Participant.



The protections of ERISA Section 404(c) will be extended to the investment in certain default funds
(Qualified Default Investment Arrangement (QDIAs)) if the Plan meets certain requirements. The
QDIA requirements may apply to Automatic Contribution Arrangements (EACAs or QACAs as described in
paragraph 4.11) or to other arrangements where Participant accounts are automatically invested in
default funds. In order for the protections of ERISA Section 404(c) to apply, the Plan must meet
the following conditions:




               (a) Assets invested on behalf of a Participant or Beneficiary must be invested in a QDIA,
which is one of the following:



                    (1) a lifecycle or target date fund that mixes investments taking
into account an
individual’s age, life expectancy or target retirement date and is diversified to minimize the risk
of large losses;



                    (2) a balanced fund that mixes investments taking into account
characteristics of an
entire Participant group and is diversified to minimize the risk of large losses;



                    (3) an investment management service such as a managed account or
asset allocation service
that allocates contributions among existing Plan investment options to provide an asset mix that
takes into account an individual’s age, life expectancy or a target retirement date, and is
diversified to minimize the risk of large losses;



                    (4) a capital preservation investment such as a stable value fund
or a money market fund,
provided it is only available to the individual for the first 120 days after becoming a Participant
in the Plan, and provided the Plan permits withdrawals in accordance with Code Section 414(w). The
Plan must then transfer the assets to an otherwise acceptable QDIA; or



                    (5) for assets invested in the fund or portfolio before
December 24, 2007, a stable value
fund, provided this fund does not impose fees or surrender charges and invests primarily in
investment products that are backed by a state or federally regulated financial institution.


The QDIA cannot hold Employer securities, except as permitted under ERISA Regulation Section
2550.404c-5(e)(1)(ii).




               (b) A Participant or Beneficiary must have the opportunity to direct investment of the
assets in his Plan account, but must not have directed the investment of these assets;



               (c) The Plan must offer a broad range of investment alternatives, as required by ERISA
Section 404(c);





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               (d) Participants and Beneficiaries must receive an initial notice at least thirty (30)
days before the Participant is first eligible to participate or at least thirty (30) days before
contributions are first invested in the QDIA. Alternatively, the initial notice may be provided on
or before the date the Participant is first eligible under the Plan, provided the Participant has
the opportunity to make a withdrawal in accordance with Code Section 414(w). Participants and
Beneficiaries must also receive an annual notice within a reasonable period of time of at least
thirty (30) days in advance of each subsequent Plan Year. The notice must be written in a manner
that is understandable by the average Participant and must contain the following provisions:



                    (1) A description of how and when a Participant’s or
Beneficiary’s account will be
invested in a QDIA. Automatic enrollment plans must include a description of when automatic
contributions will be withheld, the automatic contribution amount, and the Participant’s right to
not make Elective Deferrals or to change the automatic contribution rate;



                    (2) An explanation of a Participant’s or Beneficiary’s
right to direct the investment of
their account and an explanation of any fees involved in connection with transferring amounts to
another investment;



                    (3) A description of the QDIA, its investment objectives, risk
and return characteristics,
and any fees or expenses that will apply;



                    (4) A description of Participants’ and Beneficiaries’
right to direct the investment of
assets invested in the QDIA to any other investment alternative under the Plan, including a
description of any applicable restrictions, fees, or expenses in connection with the transfer; and



                    (5) An explanation of where Participants and Beneficiaries may
obtain investment materials
concerning other investment options under the Plan, as applicable.



               (e) The Plan must provide Participants the opportunity to change investments in the QDIA
at least as often as they can change any other investment, but in no event less than quarterly. The
QDIA cannot impose financial penalties or restrict the ability to transfer all or part of the QDIA
assets to another investment option for a 90-day period, other than fees and expenses that are
charged on an ongoing basis for the operation of the QDIA itself and are not based on the
Participant’s or Beneficiary’s decision to withdraw, sell or transfer assets out of the QDIA.



               (f) The Plan must provide Participants and Beneficiaries with the same investment
materials it provides to those making affirmative investment elections.


12.9 Participant Loans



Unless otherwise provided in a loan policy or Trust Agreement, and if permitted by the Employer in
the Adoption Agreement, a Plan Participant and Beneficiaries who are parties-in-interest as defined
in ERISA Section 3(14) may make application to the Plan Administrator requesting a loan from the
Plan. The Plan Administrator shall have the sole right to approve or deny a Participant’s
application provided that loans shall be made available to all Participants on a reasonably
equivalent basis. Loans shall not be made available to Highly Compensated Employees in an amount
greater than the amount made available to other Participants. Any loan granted under the Plan
shall be made in accordance with the terms of a written loan policy adopted by the Employer which
is hereby incorporated by reference and made a part of this Basic Plan Document. The loan policy
may be amended in writing from time to time without the necessity of amending this paragraph and
shall be subject to the following rules to the extent such rules are not inconsistent with such
loan policy.




     (a) No loan, when aggregated with any outstanding loan(s) to the Participant, shall exceed
the lesser of (i) $50,000 reduced by the excess, if any, of the Participant’s highest outstanding
balance of all loans on any day during the one (1) year period ending on the day before the loan is
made, over the outstanding balance of loans from the Plan on the date the Participant’s loan is
made or (ii) one-half of the fair market value of the Participant’s Vested Account Balance
consisting of contributions as specified in the loan policy. An election may be made in the loan
policy, that if the Participant’s Vested Account Balance is $20,000 or less, the maximum loan shall
not exceed the lesser of $10,000 or 100% of the Participant’s Vested Account Balance. For the
purpose of the above limitation, all loans from all plans of the Employer and other members of a
group of employers described in Code Sections 414(b), 414(c), and 414(m) are aggregated. An
assignment or pledge of any portion of the Participant’s interest in the Plan and a loan, pledge,
or assignment with respect to any insurance contract purchased under the Plan, will be treated as a
loan under this paragraph.



     (b) All applications must be in accordance with procedures adopted by the Plan
Administrator.



     (c) Any loan shall bear interest at a rate reasonable at the time of application,
considering the purpose of the loan and the rate being charged by representative commercial banks
in the local area for a similar loan unless the Plan Administrator sets forth a different method
for determining loan interest rates in its written loan procedures.





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The loan agreement shall also provide that the payment of principal and interest be amortized in
level payments not less frequently than quarterly.




     (d) The term of such loan shall not exceed a period of five (5) years except in the case
of a loan for the purpose of acquiring any house, apartment, condominium, or mobile home that is
used or is to be used within a reasonable time as the principal residence of the Participant. The
Plan Administrator in accordance with the Plan’s loan policy shall determine the term of such loan.



     (e) The principal and interest paid by a Participant on his or her loan shall be credited
to the Plan in the same manner as for any other Plan investment. Unless otherwise provided in the
loan policy, loans will be treated as segregated investments of the individual Participant on whose
behalf the loan was made. This provision is not available if its election will result in
discrimination in the operation of the Plan.



     (f) If the Plan Administrator approves a Participant’s loan request, it shall be evidenced
by a note, loan agreement, and assignment of up to 50% of his or her interest in the Trust as
collateral for the loan. The Participant, except in the case of a profit-sharing plan satisfying
the requirements of paragraph 8.7, must obtain the consent of his or her Spouse, if any, within the
ninety (90) day period before the time his or her account balance is used as security for the loan.
A new consent is required if the account balance is used for any renegotiation, extension, renewal
or other revision of the loan, including an increase in the loan amount. The consent must be
written, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or
notary public. Such consent shall subsequently be binding with respect to the consenting Spouse or
any subsequent Spouse.



     (g) If a valid Spousal consent has been obtained in accordance with paragraph (f), then,
notwithstanding any other provision of this Plan, the portion of the Participant’s Vested Account
Balance used as a security interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of determining the amount of the account
balance payable at the time of death or distribution, but only if the reduction is used as
repayment of the loan. If less than 100% of the Participant’s Vested Account Balance (determined
without regard to the preceding sentence) is payable to the surviving Spouse, then the account
balance shall be adjusted by first reducing the Vested Account Balance by the amount of the
security used as repayment of the loan, and then determining the benefit payable to the surviving
Spouse.



     (h) Any loan made hereunder shall be subject to the provisions of a loan agreement,
promissory note, security agreement, payroll withholding authorization and, if applicable,
financial disclosure. Such documentation may contain additional loan terms and conditions not
specifically itemized in this section provided that such terms and conditions do not conflict with
this section. Such additional terms and conditions may include, but are not limited to, procedures
regarding default, a grace period for missed payments, and acceleration of a loan’s maturity date
on specific events such as termination of employment.



     (i) Effective for Plan loans made after December 31, 2001, Plan provisions prohibiting
loans to any Owner-Employee or Shareholder Employee shall cease to apply.



     (j) Liquidation of a Participant’s assets for the purpose of the loan will be allocated on
a pro-rata basis across all the investment alternatives in a Participant’s account, unless
otherwise specified by the Participant, Plan Administrator, or the Plan’s loan policy.



     (k) If the Plan Administrator approves a request for a loan, funds shall be withdrawn from
the recordkeeping sub-accounts specified by the Participant, including Roth Elective Deferrals, if
applicable, or in the absence of such a specification, from the recordkeeping sub-accounts in the
order specified in the loan policy. The Plan Administrator may modify the loan program to provide
limitations on the ability to borrow from, or use as security, a Participant’s Elective Deferral
account. The loan policy may be amended to provide for ordering rules with respect to the default
of a loan that is made from the Participant’s Roth Elective Deferral account as well as other
accounts under the Plan.



     (l) If a Plan permits loans to Participants, the Trustee and/or Custodian may appoint the
Employer as its agent, and if the Employer accepts such appointment, agree to hold all notes and
other evidence of any loans made to Participants. If provided in the loan policy, the Plan
Administrator may also require additional collateral in order to adequately secure the loan. The
Employer shall hold such notes and evidence under such conditions of safekeeping as is prudent and
as required by ERISA. The Trustee and/or Custodian may account for all loans in the aggregate so
that all Participant loans will be shown collectively as a single asset of the Plan.



     (m) Unless otherwise elected in the Adoption Agreement, loan payments shall be suspended
under this Plan during periods of military service, as permitted under Code Section 414(u).



     (n) Special Rules For The Application Of The Provisions Of The Katrina Emergency Tax
Relief Act Of 2005 (KETRA) And The Gulf Opportunity Zone Act Of 2005 (GOZA) - If applicable, the
Employer is authorized to comply with the provisions of KETRA, GOZA and any otherwise applicable
IRS and DOL guidance and is deemed to have retroactively amended its Plan to comply with applicable
law and regulation. The following





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provisions shall apply to participant loans made to qualified Plan Participants whose
principal residence was in a federally proclaimed disaster area affected by Hurricane Katrina,
Hurricane Rita or Hurricane Wilma, and as a result of any or all of such Hurricanes incurred an
economic loss. For purposes of these provisions, such rules will apply to participant loans that
are granted at any time on or after August 25, 2005 and before December 31, 2006, with respect to
Hurricane Katrina, at any time on or after December 21, 2005 and before December 31, 2006, with
respect to Hurricane Rita, and at any time on or after December 21, 2005 and before December 31,
2006, with respect to Hurricane Wilma.




          (1) For participant loans made to Plan Participants eligible for KETRA or GOZA relief
during the foregoing periods, the maximum permissible dollar limit for participant loans is
increased from $50,000 to $100,000.



          (2) In calculating the maximum available loan amount available for a Plan Participant
eligible for KETRA or GOZA relief, the entire present value of the Participant’s Vested Account
Balance under the Plan shall be used.



          (3) In the event a Participant who is eligible for relief under KETRA or GOZA had an
outstanding participant loan as of August 25, 2005 with respect to Hurricane Katrina, September 23,
2005 with respect to Hurricane Rita, or October 23, 2005 with respect to Hurricane Wilma, and the
current maturity date of such participant loan is on or before December 31, 2006, the applicable
maturity date of such participant loan shall be extended for one (1) year. Repayment amounts of
such affected participant loans shall be adjusted to take into account the extension and additional
interest accruing during such extension. For purposes of this relief, the extension period shall
be disregarded in determining the five-year period under Code Section 72.



          (4) Additionally, the Plan could have provided for special hurricane—related loans to
Plan Participants who lived or worked in the Hurricane Katrina disaster area that qualified for
individual relief from the Federal Emergency Management Agency. Similar relief is not available
for Hurricanes Rita and Wilma. These special loans could also have been made available to Plan
Participants residing outside the disaster area if they had a child, parent, grandparent or other
dependent that lived or worked in the disaster area. These loans are subject to and must satisfy
the requirements of Code Section 72(p). The increase in the loan limit to $100,000 as specified in
(1) above did not apply to these loans.



     (o) Special EESA Plan Loan Rules — A Participant located in a Midwestern Disaster Area
who sustained economic loss by reason of the storms, tornadoes or floods that resulted in the
designation of the area by the federal government as a disaster area, may take a larger loan from
the Plan than is usually permitted under Code Section 72(p).


The maximum loan amount available to these individuals for loans taken during the “applicable
period”, when added to the outstanding balance of all other loans from the Plan, generally cannot
exceed the lesser of $100,000, or 100% of the Participant’s Vested Account Balance. The
“applicable period” begins on October 3, 2008 (the date of EESA’s enactment) and ends on December
31, 2009.



In addition, any such individual described in this paragraph 12.9(o) who had outstanding loan
payments due on or after the “applicable disaster date” (see paragraph 6.11(g) of the Plan) and
before January 1, 2010, may delay repayments for one year. After the one-year period ends, the
loan must be re-amortized to adjust payments for the new due date and accrued interest.




     (p) Effective for Plan Years beginning after December 31, 2006, the ninety (90) day period
described in paragraph (f) above shall be extended to a one-hundred-eighty (180) day period.


12.10 Insurance Policies



If elected by the Employer in the Adoption Agreement and agreed to by the Trustee or Custodian,
Participants may purchase life insurance policies under the Plan. Any life insurance premium paid
for any Participant out of the Employer contributions will be made on behalf of the Participant
unless the amount of such payment, plus all premiums previously paid on behalf of such Participant
is (a) with respect to ordinary life insurance policies, which may be contracts with both
non-decreasing death benefits and non-increasing premiums, less than 50% of the Employer
contributions and forfeitures allocated to the Participant’s account determined on the date the
premium is paid, (b) with respect to term and universal life policies and all other life insurance
contracts which are not ordinary life, less than 25% of such allocation amounts, or (c) a
combination of ordinary life and term and/or universal life insurance policies are purchased, the
sum of the term and universal life insurance premiums plus one-half of the ordinary life premiums
may not exceed 25% of such amounts allocated. Dividends received on life insurance policies shall
be considered a reduction of premiums paid in such computations. If the Plan established is a
profit sharing plan, the incidental insurance benefit requirement is not applicable if the Plan
purchases life insurance benefits from only Employer contributions which have been allocated to the
Participant’s account for at least two (2) years.








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     (a) The Named Investment Fiduciary or its agent shall select the insurance company and the
policy and direct the Trustee or Custodian, as applicable, to purchase the insurance contract.
Such direction shall include but not be limited to the term, price and the insurance company from
which the policy should be purchased.



     (b) The Trustee or Custodian, as applicable, shall apply for and will be the owner of any
insurance contract and named beneficiary of any policies purchased under the terms of this Plan.
The insurance contract(s) must provide that proceeds will be payable to the Trustee or Custodian,
as applicable, however the Trustee or Custodian shall be required to pay over all the proceeds of
the contract(s) to the Participant’s designated Beneficiary in accordance with the distribution
provisions of this Plan. A Participant’s Spouse will be the designated Beneficiary of the proceeds
in all circumstances unless a Qualified Election has been made in accordance with paragraph 8.4, if
applicable. Under no circumstances shall the Trust or custodial account, as applicable, retain any
part of the proceeds. In the event of any conflict between the terms of this Basic Plan Document
and the terms of any insurance contract purchased hereunder, these Plan provisions shall control.
The Beneficiary of a deceased Participant shall receive, in addition to the proceeds of the
Participant’s policy or policies, the amount credited to such Participant’s account.



     (c) A Participant who is uninsurable or insurable at substandard rates may elect to
receive a reduced amount of insurance, if available, or may waive the purchase of any insurance.



     (d) All dividends or other returns received on any policy purchased shall be applied to
reduce the next premium due on such policy, or if no further premium is due, such amount shall be
credited to the Trust as part of the account of the Participant for whom the policy is held.



     (e) If Employer contributions are inadequate to pay all premiums on all insurance
policies, the Trustee or Custodian may, at the option of the Employer, utilize other amounts
remaining in each Participant’s account to pay the premiums on his or her respective policy or
policies, allow the policies to lapse, reduce the policies to a level at which they may be
maintained, or borrow against the policies on a pro-rated basis, provided that the borrowing does
not discriminate in favor of the policies on the lives of Highly Compensated Employees.



     (f) The Named Investment Fiduciary or other Fiduciary responsible for making investment
decisions may discontinue the investment in life insurance policies at any time. If the Plan
provides for Participant directed investments, life insurance as an investment option may be
eliminated by the Plan Administrator. Where life insurance investment options are being
discontinued, the Plan Administrator in its sole discretion, may offer to sell the insurance
policies to the Participant, or to another person, provided the prohibited transaction exemption
requirements of the Department of Labor are satisfied. Such payment shall be credited to the
Participant’s account for distribution under the terms of the Plan. All distributions resulting
from the application of this paragraph shall be subject to the Joint and Survivor Annuity Rules of
Article VIII, if applicable.



     (g) The Employer shall be solely responsible to ensure the insurance provisions are
administered properly and that if there is any conflict between the provisions of this Plan and any
insurance contracts issued, the terms of this document will control.



     (h) Notwithstanding the above, in profit-sharing plans, the limitations imposed herein
with respect to the purchase of life insurance shall not apply to any Participant who has
participated in this Plan for five (5) or more years or to the portion of a Participant’s Vested
Account Balance that would be eligible for withdrawal under paragraph 6.10 (whether or not
in-service withdrawals are actually allowed under the Plan) that has accumulated for at least two
(2) Plan Years. No amount of Qualified Voluntary Contributions made to the Plan may be used to
purchase life insurance. In addition, under such plans, a Participant may, subject to the
limitations set forth in this subparagraph, elect to have “key man” life insurance purchased on the
life of any Participant who is considered essential to the success of the Employer’s business. In
such case, the proceeds of such a life insurance contract in excess of such contract’s cash value
as of the date of death of such insured shall be paid to the Beneficiaries named with respect to
such contract. Death benefits, including those in the previous sentence, payable from a life
insurance contract shall be paid in accordance with paragraph 8.7 if this Plan meets the safe
harbor provisions in that paragraph, or in accordance with paragraph 8.2 or 8.3, whichever may be
applicable. The cash value of the contract shall be added to the Participant’s Vested Account
Balance.



     (i) No insurance contract will be purchased under the Plan unless such contract or a
separate definite written agreement between the Employer and the insurer provides that no value
under contracts providing benefits under the Plan or credits determined by the insurer (on account
of dividends, earnings, or other experience rating credits, or surrender or cancellation credits)
with respect to such contracts may be paid or returned to the Employer or diverted to or used for
other than the exclusive benefit of the Participants or their Beneficiaries. However, any
contribution made by the Employer because of a mistake of fact must be returned to the Employer
within one (1) year of the contribution.



     (j) If this Plan is funded by individual contracts that provide a Participant’s benefit
under the Plan, such individual contracts shall constitute the Participant’s account balance. If
this Plan is funded by group contracts, under





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the group annuity or group insurance contract, premiums or other consideration received by the
insurance company must be allocated to Participants’ accounts under the Plan.




     (k) For Plans funded with individual or group annuity contracts, no Trustee or Custodian
is required to hold the assets of the Plan. Accordingly, any references to the Trust, the Trust
fund or the fund collectively refers to any contracts issued by an insurance company to fund a Plan
established under this document.


12.11 Determination Of Qualified Domestic Relations Order (QDRO Or Order)



Unless otherwise provided in a separate Trust Agreement, or other separate written document such as
the Plan’s QDRO procedures, a domestic relations order shall specifically state all of the
following in order to be deemed a Qualified Domestic Relations Order (“QDRO”):




     (a) The name and last known mailing address (if any) of the Participant and of each
alternate payee covered by the QDRO. However, if the QDRO does not specify the current mailing
address of the alternate payee, but the Plan Administrator has independent knowledge of that
address, the QDRO will still be valid.



     (b) The dollar amount or percentage of the Participant’s benefit to be paid by the Plan to
each alternate payee, or the manner in which the amount or percentage will be determined.



     (c) The number of payments or period for which the order applies.



     (d) The specific Plan (by name) to which the domestic relations order applies.


The domestic relations order shall not be deemed a QDRO if it requires the Plan to provide:




     (e) any type or form of benefit or any option not already provided for in the Plan;



     (f) increased benefits or benefits in excess of the Participant’s vested rights;



     (g) payment of a benefit earlier than allowed by the Plan’s earliest retirement provisions
or, in the case of a profit-sharing or 401(k) plan, prior to the first date on which an in-service
withdrawal is allowed; or



     (h) payment of benefits to an alternate payee which are required to be paid to another
alternate payee under another QDRO.


Upon receipt of a domestic relations order (“Order”) which may or may not be “qualified”, the Plan
Administrator shall notify the Participant and any alternate payee(s) named in the Order of such
receipt, and forward either a copy of this paragraph or other written QDRO policies and procedures.
The Plan Administrator shall establish written procedures to establish the qualified status of a
domestic relations order, which may include forwarding the Order to the Plan’s legal counsel for an
opinion as to whether or not the Order is in fact “qualified” as defined in Code Section 414(p).
Within a reasonable time after receipt of the Order, not to exceed sixty (60) days, the Plan
Administrator shall make a determination as to its “qualified” status and the Participant and any
alternate payee(s) shall be promptly notified in writing of the determination.



If the “qualified” status of the Order is in question, there will be a delay in any payout to any
payee including the Participant, until the status is resolved. In such event, the Plan
Administrator shall segregate the amount that would have been payable to the alternate payee(s) if
the Order had been deemed a QDRO. If the Order is not qualified or the status is not resolved (for
example, it has been sent back to the court for clarification or modification) within eighteen (18)
months beginning with the date the first payment would have to be made under the Order, the Plan
Administrator shall pay the segregated amounts plus interest to the person(s) who would have been
entitled to the benefits had there been no Order. If a determination as to the qualified status of
the Order is made after the eighteen (18) month period described above, then the Order shall only
be applied on a prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination. Once an Order is
deemed a QDRO, the Plan Administrator shall pay to the alternate payee(s) all the amounts due under
the QDRO, including segregated amounts plus earnings, if any, which may have accrued during a
dispute as to the Order’s qualification.



Unless specified otherwise in the Adoption Agreement or in a separate Trust Agreement or other
written document, the QDRO retirement age with regard to the Participant against whom the order is
entered shall be the date the order is determined to be qualified. These provisions will only
allow distributions to the alternate payee(s) and not the Participant.



The costs of administering the Plan may be shared between Participants and the Employer. In
addition to other administrative costs which may be deducted from Participants’ contributions or
accounts, these additional costs and/or fees associated with the qualification of a domestic
relations order may be charged back to the Participant and/or Alternate Payee. The Plan
Administrator will notify the parties involved of any costs that are charged to a Plan Account in
the operation of the Plan.







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12.12 Receipt And Release For Payments



Unless otherwise provided in a separate Trust Agreement, any payment to any Participant, his legal
representative, Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan shall be in full satisfaction of all
claims hereunder against the Trustee, Employer or Plan Administrator each of whom may require such
Participant, legal representative, Beneficiary, guardian or committee as a condition prior to such
payment, to execute a receipt and release in such form as shall be determined by the Trustee,
Employer or Plan Administrator.



12.13 Resignation And Removal



Unless otherwise provided in a separate Trust Agreement, an individual serving as Plan
Administrator may resign by giving written notice to the Employer, or if the Employer is no longer
in existence, to the Trustee and/or Custodian, as applicable not less than thirty (30) days before
the effective date of the individual’s resignation. The Plan Administrator may be removed with or
without cause by the Employer upon thirty (30) days prior written notice to the Plan Administrator,
or if the Employer is no longer in existence, by a majority of the Participants and Beneficiaries
following the procedure referred to in paragraph 12.2. A notice period provided for in this
paragraph may be waived or reduced if acceptable to the parties involved. The Employer, if in
existence, shall be the successor Plan Administrator, or the Employer may appoint a successor to a
person who has resigned or been removed as Plan Administrator, but if the Employer is no longer in
existence, the appointment shall be made by a majority of the Participants and Beneficiaries
following the procedure referred to in paragraph 12.2. When the Plan Administrator’s resignation
or removal becomes effective, the Plan Administrator shall perform all acts necessary to transfer
all relevant records to its successor. A successor Plan Administrator shall have all the rights
and powers and all of the duties and obligations of the original Plan Administrator but shall have
no responsibility for acts or omissions that occurred before the successor became Plan
Administrator.



12.14 Claims And Claims Review Procedure



The procedures in this paragraph will be the sole and exclusive remedy for an Employee, Participant
or Beneficiary (“Claimant”) to make a claim for benefits under the Plan. These procedures will be
administered and interpreted in a manner consistent with the requirements of ERISA Section 503 and
the Regulations thereunder. Any electronic notices provided by the Plan Administrator will comply
with the standards imposed under Regulations issued by the Department of Labor. All claims
determinations made by the Plan Administrator will be made in accordance with the provisions of
this paragraph and the Plan, and will be applied consistently to similarly situated Claimants.




     (a) Written Claim — A Claimant, or the Claimant’s duly authorized representative, may
file a claim for a benefit to which the Claimant believes that he or she is entitled under the
Plan. Any such claim must be filed in writing with the Plan Administrator.



     (b) Denial Of Claim — The Plan Administrator, in its sole and complete discretion, will
make all initial determinations as to the right of any person to benefits. If the claim is denied
in whole or in part, the Plan Administrator will send the Claimant a written or electronic notice,
informing the Claimant of the denial. The notice must be written in a manner calculated to be
understood by the Claimant and must contain the following information: the specific reason(s) for
the denial; a specific reference to pertinent Plan provisions on which the denial is based; if
additional material or information is necessary for the Claimant to perfect the claim, a
description of such material or information and an explanation of why such material or information
is necessary; and an explanation of the Plan’s claim review (i.e., appeal) procedures, the time
limits applicable to such procedures, and Claimant’s right to request arbitration if the claim
denial is upheld in whole or in part on appeal. Written or electronic notice of the denial will be
given within a reasonable period of time [but no later than ninety (90) days] from the date the
Plan Administrator receives the claim, unless special circumstances require an extension of time
for processing the claim. In no event may the extension exceed ninety (90) days from the end of
the initial ninety (90) day period. If an extension is necessary, prior to the expiration of the
initial ninety (90) day period, the Plan Administrator will send the Claimant a written notice
indicating the special circumstances requiring an extension and the date by which the Plan
Administrator expects to render a decision.



     (c) Request for Appeal — If the Plan Administrator denies a claim in whole or in part,
the Claimant may elect to appeal the denial. If the Claimant does not appeal the denial pursuant
to the procedures set forth herein, the denial will be final, binding and unappealable. A written
request for appeal must be filed by the Claimant (or the Claimant’s duly authorized representative)
with the Plan Administrator within sixty (60) days after the date on which the claimant receives
the Plan Administrator’s notice of denial. If a request for appeal is timely filed, the Claimant
will be afforded a full and fair review of the claim and the denial. As part of this review, the
Claimant may submit written comments, documents, records, and other information relating to the
claim, and the review will take into account all such comments, documents, records, or other
information submitted by the Claimant, without regard to whether such information was submitted or
considered in the Plan Administrator’s initial benefit determination. The Claimant also may
obtain, free of charge and upon request, records and other information relevant to the claim,
without regard to whether such information was relied upon by the Plan Administrator in making the
initial benefit determination.



     (d) Review of Appeal — The Plan Administrator will determine, in its sole and complete
discretion, whether to uphold all or a portion of the initial claim denial. If, on appeal, the
Plan Administrator determines that all or





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a portion of the initial denial should be upheld, the Plan Administrator will send the
Claimant a written or electronic notice informing the Claimant of its decision to uphold all or a
portion of the initial denial, written in a manner calculated to be understood by the Claimant and
containing the following information: the specific reason(s) for the denial; a specific reference
to pertinent Plan provisions on which the denial is based; a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to and copies of all
documents and other information relevant to the claim; and an explanation of the Claimant’s right
to request arbitration and the applicable time limits for doing so. Written or electronic notice
will be given within a reasonable period of time (but no later than sixty (60) days) from the date
the Plan Administrator receives the request for appeal, unless special circumstances require an
extension of time for reviewing the claim, but in no event may the extension exceed sixty (60) days
from the end of the initial sixty (60) day period. If an extension is necessary, prior to the
expiration of the initial sixty (60) day period, the Plan Administrator will send the Claimant a
written notice, indicating the special circumstances requiring an extension and the date by which
the Plan Administrator expects to render a decision.




     (e) Alternative Time for an Appeal to be Decided — Notwithstanding paragraph (d), if the
Plan Administrator holds regularly scheduled meetings on a quarterly or more frequent basis, the
Plan Administrator may make its determination of the claim on appeal at its next regularly
scheduled meeting if the Plan Administrator receives the written request for appeal more than
thirty (30) days prior to its next regularly scheduled meeting or at the regularly scheduled
meeting immediately following the next regularly scheduled meeting if the Plan Administrator
receives the written request for appeal within thirty (30) days of the next regularly scheduled
meeting. If special circumstances require an extension, the decision may be postponed to the third
regularly scheduled meeting following the Plan Administrator receipt of the written request for
appeal if, prior to the expiration of the initial time period for review, the Claimant is provided
with written notice, indicating the special circumstances requiring an extension and the date by
which the Plan Administrator expects to render a decision. If the extension is required because
the Claimant has not provided information that is necessary to decide the claim, the Plan
Administrator may suspend the review period from the date on which notice of the extension is sent
to the Claimant until the date on which the Claimant responds to the request for additional
information.


12.15 Bonding



Every Fiduciary, except for a bank, trust company or an insurance company, unless otherwise
exempted by ERISA and the Regulations issued thereunder shall be bonded in an amount not less than
10% of the amount of the funds such Fiduciary handles; provided however, that the minimum bond
shall be $1,000 and the maximum bond $1,000,000. The amount of funds handled shall be determined
at the beginning of each Plan Year by the amount of funds handled by such person, group or class to
be covered and their predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the then current year.
The bond shall provide protection to the Plan against any loss by reason of acts of fraud or
dishonesty by the Fiduciary either acting alone or in concert with others. The surety shall be a
corporate surety company [as the term is used in ERISA Section 412(a)(2)], and the bond shall be in
a form approved by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the costs of such bonds shall be an expense of and may, at the election of the Plan Administrator,
be paid from the Trust or by the Employer.







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ARTICLE XIII

TRUST PROVISIONS




13.1 Establishment Of The Trust




     (a) The Employer shall appoint an individual(s), institution or other party to serve as
Trustee or Custodian (if applicable) of the Plan. The Employer may execute a separate trust or
custodial account agreement outlining the Trustee’s or Custodian’s duties and responsibilities that
shall be incorporated by reference and made part of this Plan. Unless otherwise indicated in the
ancillary agreement, no such ancillary agreement may conflict with any provision(s) of this
document. Any provision that would jeopardize the tax-qualified status of this Plan shall be null
and void. Unless otherwise elected in the Adoption Agreement, the Trust and/or Custodial
provisions of Article XII and this Article XIII, as applicable, together with any such ancillary
agreement shall be operative. Any reference in the Plan to a Trustee is also a reference to a
Custodian and where the context of the Plan dictates a limitation of the Trustee’s liability by
Plan provision also constitute a limitation of the Custodian’s liability.



     (b) The Employer establishes with the Trustee a Trust Fund which shall consist of all
money and property received under Articles III and IV of this document, increased by any income on
or increment in such value of assets and decreased by any investment loss, expense, benefit
payment, withdrawal or other distribution by the Trustee in accordance with the provisions of the
Plan. The Trustee and/or the Custodian shall hold the Trust Fund without distinction between
principal and income. The Trust Fund will be held, invested, reinvested and administered by the
Trustee in accordance with this Article and any ancillary documents as provided for in this
Article.



     (c) The term “Trust Fund” shall be construed to apply to custodial account(s), annuity
contract(s) or other contract(s) which shall be treated as a qualified trust pursuant to Code
Section 401(f).


13.2 Control Of Plan Assets



The assets of the Trust or evidence of ownership shall be held by the Trustee and/or the Custodian
under the terms contained herein. If the assets represent amounts transferred from another trustee
or custodian under a former plan, the Trustee and/or Custodian named hereunder shall not be
responsible for any actions of the prior Fiduciary including the propriety of any investment
decision made by the prior trustee or custodian, as applicable, under any prior plan. Instead, the
Employer shall be responsible for such actions.



13.3 Discretionary Trustee



If the Employer elects in the Adoption Agreement, or otherwise appoints the Trustee to act in the
capacity of discretionary Trustee, the Trustee shall invest the Trust in accordance with the Plan’s
investment policy statement and the investment alternatives permitted at paragraph 13.8 herein.
The Trustee will have the discretion and authority to invest, manage and control those Plan assets
except those assets which are subject to the investment direction of the Employer, a Participant
(if Participant direction is permitted), or an investment manager or Named Investment Fiduciary, or
other agent properly appointed by the Employer. The exercise of any investment direction hereunder
shall be consistent with the investment policy of the Plan. The Trustee may also perform custodial
functions for the Trust with respect to Plan assets the Trustee does not manage, to the extent
agreed to between the Trustee and the Employer, if the Trustee is appointed Custodian for some or
all of such assets in accordance with the terms of the Plan. The Trustee may execute any
additional documents, as required, which shall be treated as an addendum to this Basic Plan
Document. No such agreement may conflict with any provision nor shall any provision in such an
agreement jeopardize the tax-qualified status of the Plan. Any such provision shall be null and
void. The Trustee’s administrative duties shall be limited to those agreed to between the parties.
The Employer or its designate shall be responsible for other administrative duties required under
the Plan or by applicable law.



13.4 Nondiscretionary Trustee



If the Employer elects in the Adoption Agreement or as otherwise agreed to in writing, the Trustee
may act in the capacity of a nondiscretionary Trustee. In this capacity, the Trustee shall have no
discretionary authority to invest, manage or control Plan assets and is authorized solely to make
and hold investments only as directed pursuant to paragraph 12.4. The nondiscretionary Trustee
shall have the same rights, powers and duties as the discretionary Trustee but exercises such
authority in accordance with the direction of the party which has the authority to manage and
control the investment of Plan assets. If directions are not provided to the Trustee, the Employer
will provide such necessary direction.



13.5 Provisions Relating To Individual Trustees



Notwithstanding any other provisions of the Plan to the contrary, the provisions of this paragraph
shall apply if one (1) or more individuals are named as Trustee(s) in the Adoption Agreement and
shall not apply to any institutional Trustee named in the Adoption Agreement.




     (a) If there shall be more than one (1) individual acting in the capacity of Trustee, they
shall act by a majority of their number, unless they unanimously decide that one (1) or more of
them may act on the matter or category of matters involved without the approval of the others and
they may authorize in writing that one (1) or more





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of them shall act on their behalf including but not limited to executing documents and
authorizing distributions on behalf of the Trustees.




     (b) Any person may rely, without having to make further inquiry, upon instructions
appearing to be genuine instructions from any individual serving as Trustee as being the will,
intent and action of all individuals so serving if no allocation of duties has been made.


The Trustee shall be paid such reasonable compensation for services as shall from time to time be
agreed upon in writing by the Employer and the Trustee, provided that an individual serving as
Trustee who already receives full-time Compensation from the Employer shall not receive
compensation for serving as such from the Plan.



13.6 Investment Instructions



Any investment directive shall be made in writing or such other form as agreed to by the Employer,
Trustee and/or Custodian and the investment manager. In the absence of such directive, cash shall
be automatically invested in such investment or investments as the Employer or Named Investment
Fiduciary shall select from the investments made available for that purpose unless and until the
person or persons responsible for giving directions directs otherwise. Such automatic investment
shall be made at regular intervals and pursuant to procedures established by the parties (which
procedures may without limitation, provide for more frequent intervals only if uninvested balances
exceed a stated amount). Absent a contrary direction in accordance with the preceding provisions
of this paragraph, such instructions regarding the delegation of investment responsibility shall
remain in force until revoked or amended in writing. Neither the Trustee nor the Custodian shall
be responsible for the propriety of any directed investment made nor shall they be required to
consult with or advise the Employer regarding the investment quality of any directed investment
held hereunder. If the Employer fails to designate an investment manager, the Trustee shall have
full investment management authority as agreed upon in a duly authorized and executed investment
management agreement. If the Employer does not issue investment directions with regard to specific
assets held in the Trust, the Trustee shall have authority to invest those assets in the Trust in
its sole discretion subject to paragraph 13.8. While the Employer may direct the Trustee with
respect to Plan investments, the Employer may not:




     (a) borrow from the Plan or pledge any of the assets of the Plan as security for a loan,



     (b) buy property or assets from or sell property or assets to the Plan,



     (c) charge any fee for services rendered to the Plan, or



     (d) receive any services from the Plan on a preferential basis.


13.7 Fiduciary Standards



Subject to paragraphs 13.6 and 13.8 hereof, the Trustee, Employer and Custodian, as applicable,
shall invest and reinvest principal and income of the Trust in accordance with the funding policy
and investment objectives established by the Employer, provided that:




     (a) such investments are prudent under ERISA, as amended, and the Regulations
thereunder,



     (b) such investments are sufficiently diversified to minimize the risk of large losses,



     (c) such investments are made in accordance with the provisions of this Plan and Trust
document, and



     (d) such investments are made with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character with like aims.


13.8 Powers Of The Trustee



The Trustee shall be responsible for the investment, administration and safekeeping of assets held
in the Trust Fund. The Trustee shall have the following duties and responsibilities, in addition
to powers given by law, and may:




     (a) receive contributions under the terms of the Plan;



     (b) implement an investment program based on the Employer’s investment policy statement,
funding policy, investment objectives and ERISA, as amended;



     (c) invest the Trust in any form of property, including common and preferred stocks,
exchange-traded covered put and call options, bonds, money market instruments, mutual funds
(including funds for which the Trustee or its affiliates receive compensation for providing
investment advisory, custody, transfer agency or other services), savings accounts, plan loans,
certificates of deposit, securities issued by the U.S. government or by governmental agencies,
insurance policies and contracts, or in any other property, real or personal, having a ready
market, including securities issued by the Trustee and/or affiliates of the Trustee as permitted by
law. The Trustee may invest





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in time deposits (including, if applicable, its own or those of affiliates) that bear a reasonable
interest rate. No portion of any Qualified Voluntary Contribution, or the earnings thereon, may be
invested in life insurance contracts or, as with any Participant-directed investment, in tangible
personal property characterized by the IRS as a collectible;




     (d) to the extent permitted by law, invest any assets of the Trust in a group or
collective trust fund established to permit the pooling of funds of separate pension and
profit-sharing trusts, provided the Internal Revenue Service has ruled such group or collective
trust to be qualified under Code Section 401(a) and exempt under Code Section 501(a) (or the
applicable corresponding provision of any other Revenue Act) or to any other common, collective, or
commingled trust fund which has been or may hereafter be established and maintained by the Trustee,
affiliate(s) of the Trustee, the Custodian or investment manager. Such commingling of assets of
the Trust with assets of other qualified trusts is specifically authorized, and to the extent of
the investment of the Trust in such a group or collective trust, the terms of the instrument
establishing the group or collective trust shall be a part hereof as though set forth herein. The
Employer may but is not required to specify the name(s) of the group or collective trust fund in an
addendum to the Adoption Agreement. The Employer expressly understands and agrees that any such
collective fund may provide for the lending of its securities by the collective fund trustee and
that such collective fund’s trustee will receive compensation from such collective fund for the
lending of securities that is separate from any compensation of the Trustee hereunder, or any
compensation of the collective fund trustee for the management of such collective fund;



     (e) for collective investment purposes, combine into one trust fund the Trust created
under this Plan with the trust created under any other qualified retirement plan the Employer
maintains. However, the Trustee must maintain separate records of account for the assets of each
Trust in order to reflect properly each Participant’s Vested Account Balance under the Plan(s) in
which he is a Participant;



     (f) invest up to 100% of the Trust in the common stock, debt obligations, or any other
security issued by the Employer or by an affiliate of the Employer within the limitations provided
under ERISA Sections 406, 407, and 408, as amended, and further provided that such investment does
not constitute a prohibited transaction under Code Section 4975. Any such investment in Employer
securities shall only be made upon written direction of the Employer who shall be solely
responsible for the propriety of such investment. Additional directives regarding the purchase,
sale, retention or valuing of such securities may be addressed in an investment management or trust
agreement, which is incorporated by reference. If there are any conflicts between this document
and the above referenced agreements, this document shall govern;



     (g) hold cash uninvested and deposit the same with any banking or savings institution,
including its own banking department or the banking department of an affiliate;



     (h) utilize a general disbursement account, i.e., in the form of a demand deposit account
and/or time deposit account, for distributions from the Trust, without incurring any liability for
payment of interest thereon, notwithstanding the Trustee’s receipt of income with respect to float
involving the disbursement account;



     (i) hold contributions in an omnibus account, i.e., in the form of a demand deposit and/or
time deposit account, maintained by the Trustee for up to three (3) business days (or such longer
period as may result due to circumstances beyond the Trustee’s control), without liability for
interest thereon. (The Employer acknowledges that any float earnings associated with the assets
held in such omnibus account are retained by the Trustee as part of its compensation for performing
services with respect to the allocation of contributions to Participants’ accounts);



     (j) join in or oppose the reorganization, recapitalization, consolidation, sale or merger
of corporations or properties, including those in which it or its affiliates are interested as
Trustee, upon such terms as it deems advisable;



     (k) hold investments in nominee or bearer form;



     (l) exercise all ownership rights including the voting of proxies and the exercise of
tender offers but only with respect to assets over which the Trustee has investment management
responsibility;



     (m) hold, manage and control all property forming part of the Trust Fund and sell, convey,
transfer, exchange and otherwise dispose of the same from time to time;



     (n) apply for and procure from an insurance company as an investment of the Trust such
annuity, or other contracts on the life of any Participant as the Plan Administrator shall deem
proper; exercise, at any time or from time to time, whatever rights and privileges may be granted
under such annuity, or other contracts; and collect, receive, and settle for the proceeds of any
such annuity, or other contracts as and when entitled to do so under the provisions thereof;



     (o) unless otherwise provided by a directive as described by paragraph 13.6, the Employer
will pass through shareholder rights (including voting rights) on Employer securities to Plan
Participants. If no directive is





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provided, the Trustee shall exercise any shareholder rights (including voting rights) with respect
to any securities held, but only in accordance with the instructions of the person or persons
responsible for the investment of such securities subject to and as permitted by, any applicable
rules of the Securities and Exchange Commission and any national securities exchange. Voting
rights with respect to shares of registered investment companies held in the Trust shall be
directed by the Named Investment Fiduciary responsible for selection of such registered investment
companies as permissible investment alternatives. In the event of any conflict with any other
provision of this Article or this Basic Plan Document, the provision of this paragraph shall
control. The Employer shall be responsible for preparing and distributing all required
prospectuses for Employer securities and making such materials available to Plan Participants;




     (p) retain and employ such attorneys, agents and servants as may be necessary or
desirable, in the opinion of the Trustee, in the administration of the Plan, and pay them such
reasonable compensation for their services as may be agreed upon as an expense of administration of
the Plan, including the power to employ and retain counsel upon any matter of doubt as to the
meaning or interpretation to be placed upon this Plan or any provisions thereof with reference to
any question arising in the administration of the Plan or pertaining to the rights and liabilities
of the Trustee hereunder. The Trustee in any such event, may rely upon the advice, opinions,
records, statements and computations of any attorneys and agents and on the records, statements and
computations of any servants so selected by it in good faith and shall be released and exonerated
of and from all liability to anyone in so doing (except to the extent that liability is imposed
under ERISA); and



     (q) institute, prosecute and maintain, or defend, any proceeding at law or in equity
concerning the Plan or the assets thereof or any claims thereto, or the interests of Participants
and Beneficiaries hereunder at the sole cost and expense of the Plan or at the sole cost and
expense of the Participant that may be concerned therein or that may be affected thereby, as, in
its opinion, shall be fair and equitable in each case; and compromise, settle and adjust all claims
and liabilities asserted by or against the Plan or asserted by or against it, or such terms as it,
in each such case, shall deem reasonable and proper. The Trustee shall be under no duty or
obligation to institute, prosecute, maintain or defend any suit, action or other legal proceeding
unless it shall be indemnified to its satisfaction against all expenses and liabilities (including
without limitation, legal and other professional fees) which it may sustain or anticipate by reason
thereof.


The Trustee is expressly authorized to the fullest extent permitted by law to (1) retain the
services of any broker-dealer, registered investment advisor or other financial services entity
(including the Trustee and any of its affiliates) and any future successors in interest thereto
collectively, for the purposes of this paragraph referred to as the “Affiliated Entities”), to
provide services to assist or facilitate the purchase or sale of investments in the Trust, (2)
acquire as assets of the Trust shares of mutual funds to which Affiliated Entities provide, for a
fee, services in any capacity and (3) acquire in the Trust any other services or products of any
kind or nature from the Affiliated Entities regardless of whether the same or dissimilar services
or products are available from other institutions. The Trust may pay directly or indirectly
(through mutual funds fees and charges for example) management fees, transaction fees and other
commissions to the Affiliated Entities for the services or products provided to the Trust and/or
such mutual funds at such Affiliated Entities’ standard or published rates without offset (unless
required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may
also deal directly with the Affiliated Entities regardless of the capacity in which it is then
acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated
Entities are receiving compensation or otherwise profiting from such transaction or are acting as
principal in such transaction. Each of the Affiliated Entities is authorized to effect
transactions on national securities exchanges for the Trust as directed by the Trustee, and retain
any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities and
Exchange Act of 1934, as amended and related Rule 11a2-2(T). Included specifically, but not by way
of limitation in the transactions authorized by this provision, are transactions in which any of
the Affiliated Entities is serving as an underwriting or member of an underwriting syndicate for a
security being purchased or is purchasing or selling a security for its own account. In the event
the Trustee is directed by the Plan Administrator, any named Fiduciary, designated Investment
Manager, Participant and/or Beneficiary, as applicable hereunder (collectively referred to as for
purposes of this paragraph as the “Directing Party”), the Directing Party shall be authorized, and
expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct
transactions with, Affiliated Entities fully in the manner described above.



13.9 Appointment Of Additional Trustee And Allocation Of Responsibilities



The Employer may appoint one or more additional Trustees to hold specified investments for which
the original Trustee is not serving in the capacity of Trustee. In the event that an additional
Trustee is appointed, the second Trustee shall have no responsibilities for these specific assets
other than as set forth herein. The original Trustee shall have no duties with respect to an
investment held by any other person including, without limitation, any other Trustee for the Plan.
Any other secondary Trustee of the Plan shall have no duties with respect to assets held in the
Plan by the original Trustee or another secondary Trustee.








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13.10 Compensation, Administrative Fees And Expenses



All reasonable fees, charges and expenses incurred by the Trustee or the Custodian in connection
with the administration of the Trust and all reasonable fees, charges and expenses incurred by the
Plan Administrator in connection with the administration of the Plan (including such reasonable
compensation to the Trustee and/or Custodian and the Plan Administrator as may be agreed upon from
time to time between the Employer, the Trustee and/or Custodian and Plan Administrator) and fees
for legal services rendered to the Trustee and/or Custodian or Plan Administrator shall be paid
from the Trust unless:




     (a) The payment of such expense would constitute a “prohibited transaction” within the
meaning of ERISA Section 406 or Code Section 4975 for which no statutory or administrative
exemption is available.



     (b) The Employer actually pays such expenses directly. Any and all reasonable additional
administrative expenses incurred to effect directives made by the Participants and by each
Beneficiary under this Plan shall be paid by the Trust and as determined by the Employer shall
either be charged (in accordance with such reasonable nondiscriminatory rules as the Employer deems
appropriate under the circumstances) to the account of the individual issuing such directive, or
treated as a general expense of the Trust. If charged to a Participant’s account and if the assets
of such account are insufficient to satisfy such charges, the Employer shall pay any deficit to the
Trustee. Notwithstanding the foregoing, nothing in this section shall prevent the Employer from
paying the administrative expenses of the Plan directly.



     (c) All related expenses incurred on behalf of a Participant (included but not limited to
brokerage commissions and other transaction related expenses), shall, as determined by the
Employer, either be paid from or otherwise be charged directly to the account of the Participant
providing such direction or treated as a general expense of the Trust.



     (d) If there are insufficient liquid assets of the Trust to cover the fees of the Trustee
or the Custodian, then assets of the Trust shall be liquidated to the extent necessary to cover
fees.



     (e) Notwithstanding the foregoing, no compensation other than reimbursement for expenses
incurred shall be paid to a Plan Administrator who is the Employer or Employee of the Employer.



     (f) In the event any part of the Plan becomes subject to tax, all taxes incurred will be
paid from the Plan at the direction of the Plan Administrator.



     (g) Any investment gain or loss of the Trust that is not directly attributable to the
investment of the account of any Participant (including, but not limited to, for example, any
“float” earned on the disbursement account established for the Plan and not treated as part of the
compensation of the Trustee or paying agent for the Plan, and any 12b-1 or similar fees paid to the
Plan) will be applied to pay administrative expenses of the Plan, with any excess remaining at the
close of the Plan Year being allocated among the Participant’s accounts in accordance with the
procedure established by the Plan Administrator for this purpose.


13.11 Records



Within ninety (90) days following the close of each Plan Year, or at such other times as may be
agreed to between the Employer and the Trustee, and within ninety (90) days following its removal
or resignation, the Trustee shall file with the Employer a report of that part of the Trust under
the investment management of the Trustee during such year or from the end of the preceding Plan
Year to the date of removal or resignation. Such report shall include a statement of receipts and
disbursements, the net income or loss of the Trust, the gains or losses realized by the Trust upon
sale or other disposition of the assets, the increase or decrease in the value of the Trust, all
payments and distributions made from the Trust since the date of its last report, and shall contain
a schedule of assets listing the fair market value of investments held in the Trust as of the end
of the Plan Year or the date of removal or resignation, as applicable. The fair market value of
investments for which there is a ready market shall be determined using the most recent price
quoted on a national or other recognized securities exchange or over-the-counter market. The fair
market value of illiquid investments shall be obtained by a valuation performed by an independent
appraiser appointed by the Trustee or Custodian or appointed by the Employer and approved by the
Trustee or Custodian as applicable, for this purpose whose determination shall be final. In the
case where there is both a Trustee and Custodian serving the Plan, the Trustee shall have the
responsibility for appointing the independent appraiser and obtaining such report. The Trustee
shall assume responsibility for the accuracy of any such report, and the Custodian serving
hereunder shall have no additional obligation or responsibility to review or verify the accuracy of
the report provided to the Custodian. The Employer shall review the Trustee’s report and notify
the Trustee in the event of its disapproval of the report within thirty (30) days, providing the
Trustee with a written description of the items in question. The Trustee shall have sixty (60)
days to provide the Employer with a written explanation of the items in question. If the Employer
again disapproves, the Trustee shall have the right to file its report in a court of competent
jurisdiction for audit and adjudication. In the event the Employer fails to file a written
objection to the Trustee’s report within the ninety (90) day period following receipt of the
report, the Employer shall be deemed to have approved the report. In such case, the Trustee shall
be released and discharged with respect to all matters contained in the report.








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13.12 Limitation On Liability And Indemnification




     (a) The Trustee shall have the authority to manage and govern the Trust to the extent
provided in this instrument, but does not guarantee the Trust in any manner against investment loss
or depreciation in asset value, or guarantee the adequacy of the Trust to meet and discharge all or
any liabilities of the Plan.



     (b) The Trustee and/or Custodian shall not be liable for the making, retention, or sale of
any investment or reinvestment made by it, as herein provided, or for any loss to, or diminution of
the Trust, or for any other loss or damage which may result from the discharge of its duties
hereunder except to the extent it is judicially determined such loss or damage is attributable to
the Trustee and/or Custodian’s breach of its duties hereunder or under ERISA.



     (c) An institution acting as a Custodian or nondiscretionary Trustee shall have no
discretion or investment management responsibility, unless otherwise expressly agreed in writing
(pursuant to an investment management agreement, for example) and shall only be responsible to
perform the functions described at paragraph 13.4 hereof. Neither the Custodian nor Trustee
(whether nondiscretionary or discretionary) shall have any responsibility with respect to Plan
investments and does not guarantee the adequacy of the Trust to meet and discharge any or all
liabilities associated with the Plan.



     (d) The Employer warrants that all directions issued to the Trustee and/or Custodian by it
or the Plan Administrator will be in accordance with the terms of the Plan and the auxiliary
agreement and not contrary to the provisions of ERISA, as amended, and the Regulations issued
thereunder.



     (e) Neither the Trustee nor the Custodian shall be answerable for any action taken
pursuant to any direction, consent, certificate, or other paper or document in the belief that the
same is genuine. All directions by the Employer, Participant, the Plan Administrator, Named
Fiduciary or an investment manager shall be made pursuant to pre-approved communication procedures
to which all such parties, as applicable, shall have consented to in writing. The Employer shall
deliver to the Trustee and Custodian as applicable, written notification identifying the individual
or individuals authorized to act on behalf the Plan and shall deliver specimens of their signatures
to the Trustee and/or Custodian.



     (f) The duties and obligations of the Trustee and the Custodian shall be limited to those
expressly imposed by this instrument or subsequently agreed upon by the parties in writing.
Responsibility for administrative duties required under the Plan or applicable law not expressly
imposed upon or agreed to by the Trustee or the Custodian shall rest solely with the Employer.



     (g) The Employer shall indemnify the Trustee and/or Custodian as applicable against, and
agrees to hold the Trustee and/or Custodian harmless from, all liabilities and claims and expenses
including attorney’s fees and expenses incurred in defending against such liability or claims
against the Trustee and/or Custodian, unless such liability or claim results from the gross
negligent action or inaction of the Trustee and/or Custodian, or where the Trustee or Custodian is
found to have breached its duties under this Article or Part 4 of Title I of ERISA by a final
judgment of a court of competent jurisdiction. Except as otherwise provided by the preceding
sentence, the Employer also shall indemnify the Trustee and/or Custodian as applicable against, and
agrees to hold the Trustee and/or Custodian harmless from, all liabilities, claims and expenses
including attorney’s fees and other expenses incurred in defending against such liabilities or
claims, arising from any actions or breach of responsibility by any party other than the Trustee
and/or Custodian, including without limitation by specification any acts of a prior Trustee and/or
Custodian or of another Trustee and/or Custodian appointed by the Employer.



     (h) Without limiting any provision in the prior paragraph, the Employer expressly agrees
to indemnify the Trustee and/or Custodian as applicable, against any liability or claim (including
attorney’s fees and expenses in defending against such liabilities or claims) arising as a result
of any act taken or failure to act, in accordance with the directions received from the Employer,
Plan Administrator, investment manager, Participant, or a designee specified by the Employer
directly or transmitted by a designated Service Provider to the Plan and without limitation by
specification.



     (i) The Trustee and/or Custodian as applicable will take all reasonable steps to assure
the security of any data received from the Employer in connection with services provided to the
Plan. The Employer will be responsible for retaining duplicate copies of any such data or
materials it forwards to the Trustee and/or Custodian and for taking all other reasonable and
necessary precautions in event such data or materials are lost or destroyed, regardless of cause,
or in the event reprocessing is needed for any reason. The Trustee and/or Custodian will maintain
records in connection with the performance of services hereunder for the applicable period as
required by law, or if no period is required, for such period as is reasonable under the law.



     (j) No waiver of any breach of this agreement shall constitute a waiver of any other
breach, whether of the same or any other covenant, term or condition. The subsequent performance
of any of the terms, covenants and conditions of this Article shall not constitute a waiver of any
preceding breach, nor shall any delay or omission of any





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party’s exercise of any rights arising from any default effect or impair the party’s rights as to
the same or future default.




     (k) Neither the Trustee nor the Custodian shall be responsible in any way for any actions
taken, or failure to act, by a prior trustee/custodian. The Employer shall indemnify and hold
harmless the Trustee and/or Custodian as applicable, for such prior trustee and/or custodian’s acts
or inactions for any periods applicable, including periods for which the Plan must retroactively
comply with any tax law or regulations thereunder.



     (l) A Fiduciary with respect to the Plan shall not be liable for a breach of Fiduciary
responsibility of another Fiduciary with respect to the Plan except to the extent that:



          (1) it participates knowingly in, or knowingly undertakes to conceal, an act or omission
of such other Fiduciary, knowing such act or omission is a breach;



          (2) by its failure to comply with ERISA Section 404(a)(1) in the administration of its
specific responsibilities which give rise to its status as a Fiduciary, it has enabled such other
Fiduciary to commit a breach; or



          (3) it has knowledge of a breach by such other Fiduciary, unless it makes reasonable
efforts under the circumstances to remedy the breach.



     (m) If the assets of the Plan are held by two (2) or more Trustees, each Trustee will use
reasonable care to prevent a co-Trustee from committing a breach of duty under ERISA and they shall
jointly manage and control the assets of the Plan; provided however, that such co-Trustee shall be
authorized to allocate specific responsibilities, obligations or duties among the co-Trustees
pursuant to a written agreement. If co-Trustees do enter into such an agreement, then a Trustee to
whom certain responsibilities, obligations or duties have not been allocated shall not be liable
either individually or as Trustee for any loss resulting to the Plan arising from the acts or
omissions on the part of another Trustee to which such responsibilities, obligations or duties have
been allocated.


13.13 Responsibilities Of A Named Custodian



The Employer may appoint a Custodian as provided for in the Adoption Agreement. A Custodian shall
have the same rights, powers and duties as a nondiscretionary Trustee. Any reference in the Plan
to a Trustee is also a reference to the Custodian unless the context indicates otherwise. Any
limitation of the Trustee’s liability in the Plan shall act as a limitation of the Custodian’s
liability. Where a discretionary Trustee has provided direction, any action taken by the Custodian
satisfies the requirement in the Plan referencing the Trustee taking that action. The resignation
or removal of the Custodian shall be made in accordance with paragraph 13.19 as though the
Custodian were the Trustee. The Custodian shall be responsible for the holding and safekeeping of
all or a portion of the Plan’s assets. One or more Custodian(s) appointed under this Plan may hold
all or any portion of the Plan’s assets. Such separate assets shall be held pursuant to the terms
of a separate custodial agreement with such Custodian. The separate custodial agreement shall be
treated as an addendum and, as such, may not conflict with any provision of this document. In
addition, any provision of a separate custodial agreement that would jeopardize the tax-qualified
status of this Defined Contribution Plan shall be null and void. In addition to the holding and
safekeeping of Plan assets, the Custodian’s duties shall include:




     (a) receiving contributions under the terms of the Plan, but not determining the amount or
enforcing the payment thereof,



     (b) making distributions from the Plan in accordance with instructions received from the
Plan Administrator or an authorized representative of the Employer,



     (c) keeping records reflecting its administration of the Trust or the custodial account
and making such records, statements and reports available to the Employer for review and audit at
such times as agreed to between the Custodian, Plan Administrator, and the Employer, and



     (d) retaining and employing such attorneys, agents and servants as may be necessary or
desirable, in the opinion of the Custodian, in the administration of the Plan, and to pay them such
reasonable compensation for their services as may be agreed upon as an expense of administration of
the Plan, including the power to employ and retain counsel upon any matter of doubt as to the
meaning or interpretation to be placed upon this Plan or any provisions thereof with reference to
any question arising in the administration of the Plan or pertaining to the rights and liabilities
of the Trustee hereunder. The Custodian in any such event, may rely upon the advice, opinions,
records, statements and computations of any attorneys and agents and on the records, statements and
computations of any servants so selected by it in good faith shall be released and exonerated of
and from all liability to anyone in so doing (except to the extent that liability is imposed under
ERISA).


The Custodian’s duties will be limited to those as agreed to between the Employer and the
Custodian. The Employer shall be responsible for any other administrative duties required under
the Plan or by applicable law.








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13.14 Investment Alternatives Of The Custodian




     (a) The Custodian shall hold any or all assets received from the Employer or the Trustee
or its agents. If the Custodian holds title to Plan assets and such ownership requires action on
the part of the registered owner, such action will be taken by the Custodian only upon receipt of
specific instructions from the Trustee, or its designated agents or the Named Investment Fiduciary.
Proxies shall be voted by or pursuant to the express direction of the Trustee, its’ authorized
agent or the Named Investment Fiduciary. The Custodian shall not render any investment advice,
including any opinion on the prudence of directed investments. The Employer and Trustee and its
agents thereof assume all responsibility for adherence to Fiduciary standards under ERISA, as
amended, and the Regulations issued thereunder.



     (b) The Trust shall only be invested in investment alternatives the Custodian makes
available in the ordinary course of business unless the Custodian is directed otherwise by the
Employer, the Trustee or any properly designated agent thereof. The Custodian, under applicable
Federal or state laws, may offer investment alternatives including but not limited to savings
accounts and savings certificates. Such investments shall be made at the direction of the Employer
or Trustee(s) or other Named Investment Fiduciary and the Custodian shall have no responsibility
for the propriety of such investments.



     (c) If the Custodian is a bank, which under applicable state law does not possess trust
powers, an investment in common or collective trust funds is not permitted.


13.15 Prohibited Transactions



Neither the Trustee, Custodian, Employer, investment manager, Named Investment Fiduciary nor the
Participant shall knowingly enter into any transaction, engage in any activity, or direct the
purchase or acquisition of any investment with respect to the Plan which would constitute a
prohibited transaction under ERISA or the Code for which a statutory or administrative exemption is
not available. The Trustee and/or Custodian shall not knowingly receive any investment advisory or
other fees from a regulated investment company (a mutual fund) that duplicates investment
management fees charged by the Trustee and/or Custodian except to the extent the receipt of such
fees is fully disclosed and/or a procedure exists for crediting duplicate fees back to the Plan.
The Trustee and/or Custodian shall be permitted to receive fees from a regulated investment company
to the extent that the receipt of such fees is not a prohibited transaction pursuant to any
guidance or exemption issued by the Department of Labor from time to time.



13.16 Exclusive Benefit Rules



No part of the Trust shall be used for, or diverted to, purposes other than for the exclusive
benefit of Participants, former Participants with a vested interest, and the Beneficiary or
Beneficiaries of deceased Participants who have a vested interest in the Plan at death.



13.17 Assignment And Alienation Of Benefits



Except as provided in paragraphs 12.9 or 12.11, no right or claim to, or interest in, any part of
the Plan or any payment from the Plan shall be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution, or
levy of any kind. Neither the Trustee nor Custodian shall recognize any attempt to assign,
transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate the same, except to the
extent required by law. The preceding sentences shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a Qualified Domestic Relations Order, as
defined in Code Section 414(p), or any domestic relations order entered before January 1, 1985
which the Plan’s attorney and Plan Administrator deem to be qualified.



Notwithstanding any provision of this paragraph to the contrary, an offset to a Participant’s
Vested Account Balance against an amount that the Participant is ordered or required to pay the
Plan with respect to a judgment, order or decree issued, or a settlement entered into, on or after
August 5, 1997, shall be permitted in accordance with Code Sections 401(a)(13)(C) and (D).



13.18 Liquidation Of Assets



If the Trustee and/or Custodian must liquidate assets in order to make distributions, transfer
assets, or pay fees, expenses or taxes assessed against all or a part of the Trust, and the Trustee
and/or Custodian is not instructed as to the liquidation of such assets, assets will be liquidated
on a prorated basis across all the investment alternatives in the Trust. The Trustee and/or
Custodian are expressly authorized to liquidate assets in order to satisfy the Trust’s obligation
to pay the Trustee and/or Custodian’s fees or other compensation if such fees or compensation are
not paid on a timely basis.



13.19 Resignation And Removal Of The Trustee and/or Custodian



The Trustee and/or Custodian may resign upon thirty (30) days written notice to the Employer. The
Employer may remove the Trustee and/or Custodian upon sixty (60) days (or such shorter period of
time as may be agreed to by the parties) written notice to the Trustee and/or Custodian. The
Trustee or Custodian, as applicable, shall deliver the







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Trust to its successor on the effective date of the resignation or removal, or as soon thereafter
as practicable, provided that this shall not waive any lien the Trustee and/or Custodian may have
upon the Trust for its compensation or expenses. Following the effective date of the notice of
termination, the Trustee and/or Custodian shall have no further responsibility for providing
services to the Employer or the Plan. If the Employer fails to amend or replace the Plan and
appoint a successor trustee or custodian, as applicable, within the said thirty (30) days, or such
longer or shorter period as agreed to by the Trustee and/or Custodian, the highest ranking officer
of the Employer shall be deemed the successor trustee or custodian as the case may be. In such
event, the Trustee and/or Custodian may, but shall not be required to, continue to hold custody of
the assets of the Plan until such time as appropriate arrangements have been made for the security
of the Plan assets, upon notification thereof to Plan Participants, and shall no longer have any
responsibility for the investment of Plan assets.








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ARTICLE XIV

TOP-HEAVY PROVISIONS



14.1 Applicability Of Rules



If the Plan is or becomes Top-Heavy in any Plan Year, the provisions of this Article will supersede
any conflicting provisions in the Basic Plan Document and accompanying Adoption Agreement. The
Top-Heavy requirements of Code Section 416 and this Article shall not apply in any Plan Year
beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred
arrangement which meets the requirements of Code Section 401(k)(12) and Matching Contributions
which meet the requirements of Code Section 401(m)(11).



14.2 Determination Of Top-Heavy Status



This paragraph shall apply for purposes of determining whether the Plan is a Top-Heavy Plan under
Code Section 416(g) for Plan Years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefits requirements of Code Section 416(c) for such years. This paragraph
shall apply for purposes of determining the Present Values of accrued benefits and the amounts of
account balances of Employees as of the Top-Heavy Determination Date.




     (a) Distributions During The Plan Year Ending On The Top-Heavy Determination Date — The
Present Value of accrued benefits and the amounts of account balances of an Employee as of the
Top-Heavy Determination Date shall be increased by the distributions made with respect to the
Employee under the Plan and any plan aggregated with this Plan under Code Section 416(g)(2) during
the one (1) year period ending on the Top-Heavy Determination Date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been terminated, would have
been aggregated with this Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution
made for a reason other than severance from employment, death, or Disability, this provision shall
be applied by substituting “five (5) year period” for “one (1) year period”.



     (b) Employees Not Performing Services During The Plan Year Ending On The Top-Heavy
Determination Date — The accrued benefits and accounts of any individual who has not performed
services for the Employer during the one (1) year period ending on the Top-Heavy Determination Date
shall not be taken into account.



     (c) Top-Heavy Ratio — see paragraph 1.101 of the Plan.



     (d) Permissive Aggregation Group — The Required Aggregation Group of plans plus any other
plan or plans of the Employer which, when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of Code Section 401(a)(4) and 410.



     (e) Required Aggregation Group — Each Qualified Plan of the Employer in which at least
one (1) Key Employee participates or participated at any time during the determination period
(regardless of whether the Plan has terminated), and any other Qualified Plan of the Employer which
enables a Plan described herein to meet the requirements of Code Section 401(a)(4) or 410. For
purposes of this paragraph, “determination period” means the current and four preceding Plan Years.



     (f) Determination Date — For any Plan Year subsequent to the first Plan Year, the last
day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of that year is
the Determination Date.



     (g) Valuation Date — The date elected by the Employer in the Adoption Agreement as of
which account balances or accrued benefits are valued for purposes of calculating the Top-Heavy
Ratio.



     (h) Present Value — Present Value shall be based only on the interest and mortality
rates specified in the Adoption Agreement.


14.3 Minimum Contribution



For any Plan Year in which the Plan is Top-Heavy, the aggregate Employer contributions and
forfeitures allocated on behalf of any Participant who is not a Key Employee (without regard to any
Social Security contribution) under this Plan, the Employer will contribute the lesser of 3% of
such Participant’s Compensation or in the case where the Employer has no Defined Benefit Plan which
designates this Plan to satisfy Code Section 401, the largest percentage of the Employer
contributions and forfeitures, as a percentage of the Key Employee’s Compensation, up to a maximum
permitted under Code Section 401(a)(17), as indexed, allocated on behalf of any Key Employee for
that year. For this purpose, Elective Deferrals or Roth Elective Deferrals as defined in Code
Section 401(k) are used in determining the lesser of 3% of Compensation or the amount allocated on
behalf of Key Employees.



Each Participant who is employed by the Employer on the last day of the Plan Year shall be entitled
to receive an allocation of the Employer’s minimum contribution for such Plan Year. The minimum
allocation applies even though under other Plan provisions the Participant would not otherwise be
entitled to receive an allocation, or would have received a lesser allocation for the year because
the Participant fails to make required contributions to the Plan, the







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Participant’s Compensation is less than a stated amount, or the Participant fails to complete 1,000
Hours of Service (or such lesser number designated by the Employer in the Adoption Agreement)
during the Plan Year. An Employer may elect in the Adoption Agreement by resolution or by Plan
amendment whether the Top-Heavy minimum contribution will be made to all Participants or to non-Key
Employees.



The Top-Heavy minimum contribution does not apply to any Participant to the extent the Participant
is covered under any other plan(s) of the Employer and the Employer has provided in the Adoption
Agreement that the minimum allocation or benefit requirements applicable to this Plan will be
satisfied in the other plan(s).



If a Key Employee makes an Elective Deferral or Roth Elective Deferral or has an allocation of
Matching Contributions credited to his or her account, a Top-Heavy minimum contribution will be
required for non-Key Employees who are Participants. For purposes of satisfying the Top-Heavy
minimum contribution requirement, Elective Deferrals or Roth Elective Deferrals are not taken into
account; Matching Contributions shall be taken into account unless otherwise elected by the
Employer in the Adoption Agreement. Employer Matching Contributions that are used to satisfy the
minimum contribution requirements shall be treated as Matching Contributions for purposes of the
ACP Test and other requirements of Code Section 401(m).



The Employer may provide in the Adoption Agreement that the minimum benefit requirement shall be
met in another plan, including another plan that consists solely of a cash or deferred arrangement
which meets the requirements of Code Section 401(k)(12) and Matching Contributions which meet the
requirements of Code Section 401(m)(11).



14.4 Minimum Vesting



For any Plan Year during which this Plan is Top-Heavy, the minimum vesting schedule selected by the
Employer in the Adoption Agreement will apply to the Plan. If the vesting schedule elected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule, the schedule will
automatically shift to a vesting schedule that satisfies the Top-Heavy minimum requirements. For
those Plans using a graded vesting schedule, the schedule will accelerate to no less than a two (2)
to six (6) year graded vesting schedule. For those Plans using a cliff vesting schedule, the
schedule will accelerate to a three (3) year cliff vesting schedule. If the vesting schedule under
the Employer’s Plan shifts in or out of the Top-Heavy schedule for any Plan Year, such shift is an
amendment to the vesting schedule and the election in paragraph 9.8 applies. The minimum vesting
schedule applies to all accrued benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including benefits accrued before the effective date of
Code Section 416 and benefits accrued before the Plan became Top-Heavy. No reduction in vested
benefits may occur in the event the Plan’s status as Top-Heavy changes for any Plan Year. This
paragraph does not apply to the account balances of any Employee who does not have one (1) Hour of
Service after the Plan initially becomes Top-Heavy and such Employee’s account balance attributable
to Employer contributions and forfeitures will be determined without regard to this paragraph.



14.5 Use Of Safe Harbor Contributions To Satisfy Top-Heavy Contribution Rules



If elected in the Adoption Agreement, a 3% Safe Harbor Non-Elective Contribution allocated to all
eligible Employees may be used to satisfy the minimum contribution requirement for a Top-Heavy
Plan. A Safe Harbor Matching Contribution may also be used to satisfy the minimum contribution
requirement for a Top-Heavy Plan, provided no other contribution is made to the Plan for that Plan
Year. In any Plan Year in which the Plan consists solely of (i) Elective Deferrals under a cash or
deferred arrangement which meets the requirements of Code Section 401(k)(12) or 401(k)(13) and (ii)
Matching Contributions which meet the requirements of Code Section 401(m)(11) or 401(m)(12), then
such Plan will be exempt from the Top-Heavy requirements of Code Section 416. Furthermore, if the
Plan (but for the prior sentence) would be treated as a Top-Heavy Plan because the Plan is a member
of an aggregation group which is a Top-Heavy group, then the contributions under the Plan may be
taken into account in determining whether any other plan in the aggregation group meets the
Top-Heavy requirements of Code Section 416(c)(2).










108









 








ARTICLE XV

AMENDMENT AND TERMINATION



15.1 Amendment By Employer



The Employer may add or change the choice of options in the Adoption Agreement, any provision under
the Plan, and correct obvious and unambiguous typographical errors and/or cross-references that
correct a reference but do not in any way change the original intended meaning of the provisions.



15.2 Protected Benefits



An amendment (including the adoption of this Plan as a restatement of an existing Plan) may not
decrease a Participant’s accrued benefit or account balance except to the extent permitted under
Code Section 412(c)(8), and may not reduce or eliminate a Code Section 411(d)(6) protected benefit
(except as provided by the Code or the Regulations issued thereunder) determined immediately prior
to the date of adoption, or if later, the Effective Date of the amendment. Where this Plan is
being adopted to amend another plan that contains a protected benefit not provided for in this
document, the Employer may attach an addendum to the Adoption Agreement that describes such
protected benefit which shall be incorporated in the Plan. Should any early retirement benefit or
other optional retirement benefits be changed by an amendment to this Plan, all benefits accrued
prior to the date of such amendment may not be reduced.



15.3 Permitted Plan Amendments Affecting Alternative Forms Of Payment



This Plan will not violate the requirements of Code Section 411(d)(6) merely because the adopting
Employer amends this Plan to eliminate or restrict the ability of a Participant to receive payment
of his or her Vested Account Balance under a particular optional form of benefit if, after the Plan
amendment is effective with respect to the Participant, the alternative forms of payment available
to such Participant include payment in a lump sum distribution form that is otherwise identical to
the optional form of benefit that is being eliminated or restricted.



For purposes of this paragraph, a lump sum distribution form is otherwise identical to an optional
form of benefit that is eliminated or restricted pursuant to the paragraph above only if the lump
sum distribution form is identical in all respects to the eliminated or restricted optional form of
benefit (or would be identical except that it provides greater rights to the Participant) except
with respect to the timing of payments after commencement. A lump sum distribution form is not
otherwise identical to a specified installment form of benefit if the lump sum distribution form is
not available for distribution on the date on which the installment form would have been available
for commencement, is not available in the same medium of distribution as the installment form, or
imposes any condition of eligibility that did not apply to the installment form. However, an
otherwise identical distribution form need not retain rights or features of the optional form of
benefit that is eliminated or restricted to the extent that those rights or features would not be
protected from elimination or restriction under Code Section 411(d)(6) or this paragraph.



15.4 Plan Termination



The Employer shall have the right to terminate its Plan at any time. If the Plan is terminated,
partially terminated, or if there is a complete discontinuance of contributions under a
profit-sharing plan maintained by the Employer, all amounts credited to the accounts of
Participants shall vest and become nonforfeitable. In the event of a partial termination, only
those who are affected by such partial termination shall be fully vested. In the event of
termination, the Plan Administrator shall direct the Trustee or Custodian as applicable with
respect to the distribution of accounts to or for the exclusive benefit of Participants or their
Beneficiaries. Such distribution may be made directly to Participants or, at the direction of the
Participant, may be transferred directly to another Eligible Retirement Plan, including an
individual retirement account. In the absence of an election by a Participant who has received
notice pursuant to paragraph 6.5 from the Plan Administrator, the Plan Administrator may direct the
Trustee and/or Custodian as applicable, to transfer the Participant’s benefit to another Defined
Contribution Plan maintained by the Employer, other than an employee stock ownership plan. If the
Employer does not maintain another Defined Contribution Plan, the Plan Administrator may direct the
Trustee or Custodian to transfer the Participant’s benefit to an individual retirement account with
an institution selected by the Plan Administrator, but only to the extent provided for in the
Adoption Agreement, or make a distribution pursuant to paragraph 7.16. Prior to making any
distribution, the Trustee or Custodian, as applicable, may require the Plan Administrator to
represent that the Plan has received a favorable determination letter from the Internal Revenue
Service approving the Plan termination and authorizing the distribution of benefits to Plan
Participants. In the absence of such determination letter and prior to agreeing to make any
distributions in accordance with the Plan Administrator’s directions, the Trustee or Custodian may
require the Plan Administrator to represent in an manner acceptable to the Trustee or Custodian
that the applicable requirements, if any, of ERISA and the Code governing the termination of
employee benefit plans have been or are being complied with or that appropriate authorizations,
waivers, exemptions, or variances have been or are being obtained. Until final distribution of the
assets of the Trust, the Plan Administrator and Trustee shall have all the powers necessary for the
orderly administration, liquidation and distribution of the assets of the Trust.




15.5 Reserved



15.6 Termination Of Participation By Participating Employer



Any Participating Employer may by written resolution terminate participation in the Plan at any
time by notification to the Plan Administrator and the Trustee and/or Custodian as applicable.
Such Participating Employer may thereupon







109









 







request a transfer of Trust assets attributable to its Employees from this Plan to any successor
qualified retirement Plan maintained by the Participating Employer or its successor. The Plan
Administrator may, however, refuse to make such transfer if in its considered opinion such transfer
would operate to the detriment of any Participant, jeopardize the continued qualification of the
Plan, or if such transfer does not comply with any requirements of the Internal Revenue Service.
If no transfer is made, the provisions in the definition of Participating Employer in Article I
will apply with respect to the payment of benefits for Employees of such Participating Employer.



15.7 Distribution Restrictions Under A Code Section 401(k) Plan



If the Employer’s Plan includes a cash or deferred arrangement or if transferred assets described
in paragraph 6.15 are subject to the distribution restrictions of Code Sections 401(k)(2) and
401(k)(10), the special distribution provisions of this paragraph apply. The portion of the
Participant’s Vested Account Balance attributable to Elective Deferrals or Roth Elective Deferrals
(or to amounts treated under the cash or deferred arrangement as Elective Deferrals such as QNECs
and QMACs and income allocable to each) are not distributable earlier than upon the Participant’s
severance from employment, death, or Disability. Such amounts may also be distributed upon:




     (a) Termination of the Plan without the Employer maintaining another Defined Contribution
Plan [other than an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409(a),
a Simplified Employee Pension Plan as defined in Code Section 408(k), a SIMPLE IRA Plan as defined
in Code Section 408(p), a Plan or contract described in Code Section 403(b), or a Plan described in
Code Section 457(b) or (f)] at any time during the period beginning on the date of Plan termination
and ending twelve (12) months after all assets have been distributed from the Plan. Such a
distribution must be made in a lump sum.



     (b) The attainment of age 591/2 in the case of a profit-sharing plan.



     (c) The Hardship of the Participant, as described in paragraph 6.11.


All distributions that may be made pursuant to one or more of the foregoing distributable events
are subject to the spousal and Participant consent requirements (if applicable) contained in Code
Sections 401(a)(11) and 417. Other distribution restrictions include:




     (d) If Roth Elective Deferral Accounts are permitted for tax years beginning after 2005,
distributions from such accounts (other than corrective distributions) are not includible in the
Participant’s gross income if made after five (5) years and after the Participant’s death,
Disability, or attainment of age 591/2. Earnings on corrective distributions of Roth Elective
Deferrals are includible in gross income the same as earnings on corrective distributions of
pre-tax Elective Deferrals; or



     (e) The Participant otherwise is entitled under the terms of the Plan to a distribution of
that portion of the Vested Account Balance.



15.8 Mergers And Consolidations




     (a) In the case of any merger or consolidation of the Employer’s Plan with, or transfer of
assets or liabilities of the Employer’s Plan to any other plan, Participants in the Employer’s Plan
shall be entitled to receive benefits immediately after the merger, consolidation, or transfer
which are equal to or greater than the benefits they would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then terminated.



     (b) Any corporation (or other authorized business entity) into which the Trustee,
Custodian or any successor thereto may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Trustee, Custodian or any
successor thereto may be a party, or any corporation (or other authorized business entity) to which
all or substantially all the business of the Trustee, Custodian or any successor thereto may be
transferred, shall automatically be the successor without the filing of any instrument or
performance of any further act, before any court.





110









 





ARTICLE XVI

GOVERNING LAW



16.1 Governing Law



Construction, validity and administration of the Plan shall be governed by Federal law to the
extent applicable, and, to the extent Federal law is not applicable, by the laws of the State or
Commonwealth in which the principal office of the Employer or its affiliate is located.



Notwithstanding any provision of the Plan to the contrary, no provision in the Basic Plan Document
shall subject a governmental Plan as defined in Code Section 414(d) or a non-electing church plan
as described in Code Section 410(d) to the fiduciary provisions of Title I of ERISA or any other
provision of ERISA that is not applicable to such governmental or non-electing church plans.



16.2 State Community Property Laws



The terms and conditions of the Plan shall be applicable without regard to community property laws
of any state.










111









 








Unclaimed Benefit Procedures



Diversified has developed the following procedures for locating former employees who were
participants in the Plan. These procedures have been designed to satisfy your fiduciary
requirements for locating lost participants. Diversified is prohibited from providing legal advice
outside of the company. You should ask your legal counsel to review these procedures.



The following Unclaimed Benefit Procedures will be followed for handling benefits, which are
payable to former participants and beneficiaries of the Plan. A private locator service, ACCURINT,
will be used to locate such former participants and beneficiaries. The Plan Administrator may chose
to use another service in the future. No follow-up attempts will be made on check amounts of $5.00
or less. These amounts will be escheated to the appropriate state.




Returned Checks:





	1.	 	If a check is returned as undeliverable, Diversified will perform an address search using
ACCURINT.






	2.	 	If a new address is found, Diversified will issue a duplicate check to the participant at
the new address.






	 	 	Diversified will notify the Plan Administrator of the new address to update their records.






	3.	 	If a new address is not found, Diversified will notify the Plan Administrator and ask for
a more current address. If a new address is not available, the amount of the distribution (net
of taxes withheld, if any) will be re-deposited back into the participant’s account as of a
current date in the most conservative investment fund option available under the Plan. If the
check is for a nondiscrimination testing refund, excess deferral refund, 415 excess
contribution refund, or a required minimum distribution the amount will be escheated to the
appropriate state.






	4.	 	The re-deposited amount will be treated as after —tax monies so it will not be subject
to tax withholding in a subsequent distribution. However, earnings on the amount that is
re-deposited would be subject to tax withholding when distributed.





Un-cashed Checks: 





	1.	 	If a check is un-cashed for 4 months, Diversified will send a follow-up letter to the
participant at the address in Diversified’s records.







	2.	 	If the letter is returned, Diversified will do an address search using ACCURINT.






	3.	 	If a new address is found, Diversified will send a follow-up letter to the participant
at the new address reminding them that they have an un-cashed check.






	4.	 	If a new address is not found or the check is still outstanding after 5 months, the
Returned Check procedures starting with Step 3 will be followed.





	 	 	 

	 

	 	November 2005









112












 





Sterling Chemicals, Inc. Savings and Investment Plan

ADOPTION AGREEMENT

CASH OR DEFERRED PROFIT-SHARING PLAN

Individually Designed



The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible
Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document.




	 	 	 	 	 

	I.	 	EMPLOYER INFORMATION
	 
	 	 	 	 
	 	 	If more than one Employer is adopting the Plan, complete this section based on the lead Employer.
Additional Employers who are members of the same controlled group or affiliated service group may
adopt this Plan by completing and executing a Participation Agreement that, once executed, will
become part of this Adoption Agreement.
	 
	 	 	 	 
	 

	 	A.
	 	Name And Address:
	 
	 	 	 	 
	 

	 	 	 	Sterling Chemicals, Inc.
	 
	 	 	 	 
	 

	 	 	 	333 Clay Street, #3600
	 
	 	 	 	 
	 

	 	 	 	Houston, TX 77002






	 	 	 	 	 

	B.

	 	Telephone Number:
	 	(713) 654-9597
	 
	 	 	 	 
	C.

	 	Employer’s Tax ID Number:
	 	76-0502785
	 
	 	 	 	 
	D.

	 	Form Of Business:	 	 






	 	 	 

	o       1.       Sole Proprietor

	 	o       5.       Limited Liability Company
	o       2.       Partnership

	 	o       6.       Limited Liability Partnership
	þ       3.       Corporation

	 	o       7.      
                    
	o       4.       S Corporation
	 	 






	 	 	 	 	 

	E.

	 	Is The Employer Part Of A Controlled Group?
	 	o YES            þ NO
	 

	 	Part Of An Affiliated Service Group?
	 	o YES            þ NO
	 
	 	 	 	 
	F.	 	Name Of Plan: Sterling Chemicals, Inc. Savings and Investment Plan






	 	 	 	 	 

	G.

	 	Three Digit Plan Number:
	 	003
	 
	 	 	 	 
	H.

	 	Employer’s Tax Year End:
	 	December 31
	 
	 	 	 	 
	I.

	 	Employer’s Business Code:
	 	325100






	 	 	 	 	 

	II.	 	EFFECTIVE DATE
	 
	 	 	 	 
	 

	 	A.
	 	New Plans:
	 
	 	 	 	 
	 

	 	 	 	This is a new Plan having an
Effective Date of                . The Effective Date may be no
earlier than the Plan Year beginning after December 31, 2001 or if later, the first day of
the Plan Year in which it is adopted.
	 
	 	 	 	 
	 

	 	B.
	 	Amended and Restated Plans:
	 
	 	 	 	 
	 

	 	 	 	This is an amendment and/or restatement of an existing Plan. The initial Effective Date of
the Plan was August 1, 1986. The Effective Date of this amendment and/or
restatement is June 1, 2010. The Effective Date of the restated Plan may be no
earlier than for Plan Years beginning after December 31, 2001.






1









 







	 	 	 	 	 

	 

	 	C.
	 	Amended or Restated Plans for EGTRRA:
	 
	 	 	 	 
	 

	 	 	 	This is an amendment and/or restatement of an existing Plan to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-17 (EGTRRA). The initial
Effective Date of the Plan was                     . Except as provided for in the Plan, the
Effective Date of this amendment and/or restatement is                     . (The restatement date
should be no earlier than the first day of the current Plan Year. The Plan contains
appropriate retroactive Effective Dates with respect to provisions of EGTRRA.)
	 
	 	 	 	 
	 

	 	 	 	Except to the extent permitted under Code Section 411(d)(6) and the Regulations issued
thereunder, an Employer cannot reduce, eliminate or make subject to Employer discretion any
Code Section 411(d)(6) protected benefit. Where this Plan document is being adopted to
amend another plan that contains a protected benefit not provided for in the Basic Plan
Document, the Employer may complete Schedule A as an addendum to this Adoption Agreement.
Schedule A describes such protected benefits and shall become part of this Plan. If a prior
plan document contains a plan feature not provided for in the Basic Plan Document, the
Employer may attach Schedule B describing such feature.
	 
	 	 	 	 
	 

	 	D.
	 	Effective Date for Elective Deferrals:
	 
	 	 	 	 
	 

	 	 	 	If different from above, the Elective Deferral provisions shall be effective                     .
	 
	 	 	 	 
	 

	 	E.
	 	Effective Date for Safe Harbor 401(k) Contributions:
	 
	 	 	 	 
	 

	 	 	 	If different from above, this provision shall be effective                     . This provision must
be adopted prior to the first day of the Plan Year and remain in effect for an entire twelve
(12) month period.
	 
	 	 	 	 
	 

	 	F.
	 	Effective Date for Roth Elective Deferrals:
	 
	 	 	 	 
	 

	 	 	 	If different from above, Roth Elective Deferral provisions shall be effective                     .
The Effective Date of this provision cannot be earlier than January 1, 2006.
	 
	 	 	 	 
	 

	 	G.
	 	Frozen Plan:
	 
	 	 	 	 
	 

	 	 	 	This Plan was frozen effective                     . For any period following this Effective Date,
neither the Employer nor any Participant may contribute to this Plan, and no otherwise
eligible Employee shall become a Participant in this Plan. All existing account balances
will become fully vested as of the date specified above.
	 
	 	 	 	 
	III.	 	DEFINITIONS
	 
	 	 	 	 
	 

	 	A.
	 	“Compensation”
	 
	 	 	 	 
	 

	 	 	 	Select the definition of Compensation, the Compensation Computation Period, any Compensation
Dollar Limitation and Exclusions from Compensation for each contribution type from the
options listed below. Enter the letter of the option selected on the lines provided below.
Leave the line blank if no election needs to be made. The Compensation Computation Period
must be the same as the Limitation Year defined at Section III(F).






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Compensation	 	Compensation	 	 	 
	 	 	Compensation	 	Computation	 	Dollar	 	 	Exclusions
	Contribution Type	 	Definition	 	Period	 	Limitation	 	 	From Compensation
	All Contributions
	 	 	 	 	 	$	 	 	 	 
	Elective Deferrals
(including Roth
Elective Deferrals, if
applicable)
	 	d	 	a	 	$	 	 	 	j(i)
	Voluntary After-tax
	 	d	 	a	 	$	 	 	 	j(i)
	Required After-tax
	 	 	 	 	 	$	 	 	 	 
	Matching Contribution
(Formula 1)
	 	 	 	 	 	$	 	 	 	 
	Matching Contribution
(Formula 2)
	 	 	 	 	 	$	 	 	 	 
	Non-Elective
Contribution (Formula
1)
	 	 	 	 	 	$	 	 	 	 






2









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Compensation	 	Compensation	 	 	 
	 	 	Compensation	 	Computation	 	Dollar	 	 	Exclusions
	Contribution Type	 	Definition	 	Period	 	Limitation	 	 	From Compensation
	Non-Elective
Contribution (Formula 2)
	 	 	 	 	 	$	 	 	 	 
	Safe Harbor Contribution
	 	d	 	a	 	 	N/A	 	 	j(ii)
	QNEC
	 	 	 	 	 	$	 	 	 	 
	QMAC
	 	 	 	 	 	$	 	 	 	 
	ADP/ACP Tests
	 	d	 	a	 	 	N/A	 	 	N/A






	 	 	 	 	 

	1.	 	Compensation Definition:
	 
	 	 	 	 
	 

	 	a.
	 	Code Section 3401(a) — W-2 Compensation subject to income tax
withholding at the source, with all pre-tax contributions excluded.
	 
	 	 	 	 
	 

	 	b.
	 	Code Section 3401(a) — W-2 Compensation subject to income tax
withholding at the source, with all pre-tax contributions included [Plan
defaults to this election].
	 
	 	 	 	 
	 

	 	c.
	 	Code Section 6041/6051 — Income reportable on Form W-2, with
all pre-tax contributions excluded.
	 
	 	 	 	 
	 

	 	d.
	 	Code Section 6041/6051 — Income reportable on Form W-2, with
all pre-tax contributions included.
	 
	 	 	 	 
	 

	 	e.
	 	Code Section 415 — All income received for services performed
for the Employer, with all pre-tax contributions excluded.
	 
	 	 	 	 
	 

	 	f.
	 	Code Section 415 — All income received for services performed
for the Employer, with all pre-tax contributions included.
	 
	 	 	 	 
	 	 	The selection of any of the above definitions of Compensation meets the Code Section
414(s) definition of Compensation. The Code Section 415 definition shall always
apply with respect to sole proprietors and partners.






	 	 	 	 	 	 	 

	þ

	 	2.	 	 	 	Deemed Compensation from permitted waiver of group health coverage under a
Cafeteria Plan Arrangement: The Employer elects to include deemed Code Section 125
Compensation not available to a Participant in cash in lieu of group health coverage in
the Plan’s definition of Compensation.






	 	 	 	 	 

	3.	 	Compensation Computation Period:
	 
	 	 	 	 
	 

	 	a.
	 	Compensation paid during a Plan Year while a Participant [Plan
defaults to this election].
	 
	 	 	 	 
	 

	 	b.
	 	Compensation paid during the entire Plan Year.
	 
	 	 	 	 
	 

	 	c.
	 	Compensation paid during the Employer’s fiscal year.
	 
	 	 	 	 
	 

	 	d.
	 	Compensation paid during the calendar year.
	 
	 	 	 	 
	4.	 	Compensation Dollar Limitation: The dollar limitation section does not need to
be completed unless Compensation of less than the Code Section 401(a)(17) limit of
$200,000 is to be used. When an integrated allocation formula in Section VI is
selected, Compensation cannot be limited to an amount less than the maximum amount
under Code Section 401(a)(17).
	 
	 	 	 	 
	5.	 	Exclusions from Compensation (non-integrated plans only):
	 
	 	 	 	 
	 

	 	a.
	 	There will be no exclusions from Compensation under the Plan
[Plan defaults to this safe harbor election].
	 
	 	 	 	 
	 

	 	b.
	 	Overtime
	 
	 	 	 	 
	 

	 	c.
	 	Bonuses
	 
	 	 	 	 
	 

	 	d.
	 	Commissions
	 
	 	 	 	 
	 

	 	e.
	 	Exclusion applies only to Participants who are Highly
Compensated Employees [safe harbor].
	 
	 	 	 	 
	 

	 	f.
	 	Holiday and vacation pay






3









 






	 	 	 	 	 

	 

	 	g.
	 	Reimbursements or other expense allowances, fringe benefits
(cash and non-cash), moving expenses, deferred compensation, and welfare
benefits [safe harbor].
	 
	 	 	 	 
	 

	 	h.
	 	Post-severance payments, as described in paragraph 1.15(c)(8)
of the Basic Plan Document. (This exclusion may apply no earlier than the 2005
Limitation Year.)
	 
	 	 	 	 
	 

	 	i.
	 	Compensation in excess of $ for Highly Compensated Employees
[safe harbor].
	 
	 	 	 	 
	 

	 	j.
	 	Other: (i) all Compensation is excluded except base pay, shift differential and overtime
	 
	 	 	 	 
	 

	 	 	 	           (ii) all Compensation is excluded except base pay.
	 
	 	 	 	 
	 	 	Any exclusion of Compensation except (a), (e), (g), (h) and (i) must satisfy the
requirements of Section 1.401(a)(4) of the Income Tax Regulations and Code Section
414(s) and the Regulations thereunder. These exclusions do not fall under the “safe
harbor” modifications to Compensation and therefore must be tested to determine if
the modified definition of Compensation satisfies Code Section 414(s).






	 	 	 	 	 

	B.	 	“Disability”
	 
	 	 	 	 
	þ

	 	1. 
	 	As defined in the Basic Plan Document [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	2. 
	 	As defined in the Employer’s Disability Insurance Plan.
	 
	 	 	 	 
	o

	 	3. 
	 	An individual will be considered to be disabled if he or she is unable to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be of
long, continued and indefinite duration. An individual shall not be considered to be
disabled unless he or she furnishes proof of the existence thereof in such form and
manner as the Secretary of the Treasury may prescribe.
	 
	 	 	 	 
	C.	 	“Highly Compensated Employees — Top-Paid Group Election”
	 
	 	 	 	 
	 

	 	1. 
	 	Top-Paid Group Election: In determining who is a Highly Compensated Employee,
the Employer may make the Top-Paid Group election. The effect of this election is that
an Employee (who is not a 5% owner at any time during the determination year or the
look-back year) who earned more than $95,000, as indexed for the look-back year, is a
Highly Compensated Employee if the Employee was in the Top-Paid Group for the look-back
year. This election is applicable for the Plan Year in which this Plan is effective.






	 	 	 	 	 

	o
	 	a.	 	The Employer does not make the Top-Paid Group election.
	 
	 	 	 	 
	þ
	 	b.	 	The Employer makes the Top-Paid Group election [Plan defaults to this election].






	 	 	 	 	 

	o

	 	2. 
	 	Calendar Year Data Election: If the Plan Year is not the calendar year, the
prior year computation period for purposes of determining if an Employee earned more
than $95,000, as indexed, is the calendar year beginning in the prior Plan Year. This
election is applicable for the Plan Year in which this Plan is effective.
	 
	 	 	 	 
	D.	 	“Hour of Service”
	 
	 	 	 	 
	 	 	Hours shall be determined by the method selected below. The method selected shall be applied
to all Employees:
	 
	 	 	 	 
	o

	 	1. 
	 	Not applicable. A Year of Service (Period of Service) is defined using the
Elapsed Time method.
	 
	 	 	 	 
	o

	 	2. 
	 	On the basis of actual hours for which an Employee is paid or entitled to
payment [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	3. 
	 	On the basis of days worked. An Employee shall be credited with ten (10) Hours
of Service if the Employee would be credited with at least one (1) Hour of Service
during the day.
	 
	 	 	 	 
	o

	 	4. 
	 	On the basis of weeks worked. An Employee shall be credited with forty-five
(45) Hours of Service if the Employee would be credited with at least one (1) Hour of
Service during the week.






4









 







	 	 	 	 	 

	þ

	 	5. 
	 	On the basis of semi-monthly payroll periods. An Employee shall be credited
with ninety-five (95) Hours of Service if the Employee would be credited with at least
one (1) Hour of Service during the semi-monthly payroll period (applicable for
Employees compensated semi-monthly).
	 
	 	 	 	 
	þ

	 	6. 
	 	On the basis of months worked. An Employee shall be credited with
one-hundred-ninety (190) Hours of Service if the Employee would be credited with at
least one (1) Hour of Service during the month (applicable for Employees compensated
bi-weekly).
	 
	 	 	 	 
	E.	 	“Integration Level”
	 
	 	 	 	 
	þ

	 	1. 
	 	Not applicable. Either the Plan’s allocation formula is not integrated with
Social Security or there are no Non-Elective Employer Contributions being made to the
Plan [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	2. 
	 	The Taxable Wage Base.
	 
	 	 	 	 
	o

	 	3. 
	 	                     % (not more than 100%) of the Taxable Wage Base.
	 
	 	 	 	 
	o

	 	4. 
	 	 $                    , provided that such amount is not in excess of the amount determined under
paragraph (E)(2) above.
	 
	 	 	 	 
	o

	 	5. 
	 	One dollar over 80% of the Taxable Wage Base.
	 
	 	 	 	 
	o

	 	6. 
	 	20% of the Taxable Wage Base.
	 
	 	 	 	 
	F.	 	“Limitation Year”
	 
	 	 	 	 
	 	 	Unless elected otherwise below, the Limitation Year shall be the Plan Year.
	 
	 	 	 	 
	 	 	The twelve (12) consecutive month period commencing on January 1 and ending on
December 31.
	 
	 	 	 	 
	 	 	If applicable, there will be a short Limitation Year commencing on
             and ending
on             . Thereafter, the Limitation Year shall end on the date specified above.
	 
	 	 	 	 
	G.	 	“Net Profit”
	 
	 	 	 	 
	þ

	 	1. 
	 	Not applicable. Employer contributions to the Plan are not conditioned on
profits [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	2. 
	 	Net Profits are required for making Employer contributions and are defined as
follows:






	 	 	 	 	 

	o

	 	a.
	 	As defined in the Basic Plan Document.
	 
	 	 	 	 
	o

	 	b.
	 	Net Profits will be defined in a uniform and nondiscriminatory
manner which will not result in a deprivation of an eligible Participant of any
Employer contribution.






	 	 	 	 	 

	c.	 	Net Profits are required for the following types of
contributions:
	 
	 	 	 	 
	o
	 	i.	 	Employer Matching Contributions (Formula 1).
	 
	 	 	 	 
	o
	 	ii.	 	Employer Matching Contributions (Formula 2).
	 
	 	 	 	 
	o
	 	iii.	 	Employer QNEC and QMAC Contributions.
	 
	 	 	 	 
	o
	 	iv.	 	Non-Elective Employer Contributions (Formula 1).
	 
	 	 	 	 
	o
	 	v.	 	Non-Elective Employer Contributions (Formula 2).
	 
	 	 	 	 
	Elective Deferrals, Top-Heavy minimums (if required), and Safe Harbor Contributions
(if applicable) must be contributed regardless of profits.






5









 







	 	 	 	 	 

	H.	 	“Plan Year”
	 
	 	 	 	 
	 	 	The twelve (12) consecutive month period commencing on January 1 and ending on
December 31.
	 
	 	 	 	 
	 	 	If applicable, there will be a short Plan Year commencing on            and ending on
          . Thereafter, the Plan Year shall end on the date specified above.
	 
	 	 	 	 
	I.	 	“QDRO Payment Date”
	 
	 	 	 	 
	þ

	 	1. 
	 	The date the QDRO is determined to be qualified [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	2. 
	 	The statutory age fifty (50) requirement applies for purposes of making
distribution to an alternate payee under the provisions of a QDRO.
	 
	 	 	 	 
	J.	 	“Qualified Joint and Survivor Annuity”
	 
	 	 	 	 
	þ

	 	1. 
	 	Not applicable. The Plan is not subject to Qualified Joint and Survivor
Annuity rules. The safe harbor provisions of paragraph 8.7 of the Basic Plan Document
apply. The normal form of payment is a lump sum. No annuities are offered under the
Plan [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	2. 
	 	The normal form of payment is a lump sum. The Plan does provide for annuities
as an optional form of payment at Section XVI(D) of the Adoption Agreement. The Plan’s
Joint and Survivor Annuity rules are avoided and the safe harbor provisions of
paragraph 8.7 of the Basic Plan Document will apply, unless the Participant elects to
receive his or her distribution in the form of an annuity. If this option is selected,
Section III(K) below must also be completed.
	 
	 	 	 	 
	o

	 	3. 
	 	The Joint and Survivor Annuity rules are applicable and the survivor annuity
will be             % (50%, 66-2/3%, 75% or 100%) of the annuity payable during the
lives of the Participant and his or her Spouse. If no selection is specified, 50%
shall be deemed elected.
	 
	 	 	 	 
	K.	 	“Qualified Pre-Retirement Survivor Annuity”
	 
	 	 	 	 
	 	 	Do not complete this section if paragraph (J)(1) was elected.
	 
	 	 	 	 
	o

	 	1. 
	 	The Qualified Pre-Retirement Survivor Annuity shall be 100% of the
Participant’s Vested Account Balance in the Plan as of the date of the Participant’s
death.
	 
	 	 	 	 
	o

	 	2. 
	 	The Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant’s
Vested Account Balance in the Plan as of the date of the Participant’s death.
	 
	 	 	 	 
	 	 	If this provision applies but no selection is made, the Qualified Pre-Retirement Survivor
Annuity shall be 50%.
	 
	 	 	 	 
	L.	 	“Valuation of Plan Assets”
	 
	 	 	 	 
	 	 	The assets of the Plan shall be valued on the last day of the Plan Year and on the following
Valuation Date(s):
	 
	 	 	 	 
	o

	 	1. 
	 	There are no other mandatory Valuation Dates.
	 
	 	 	 	 
	þ

	 	2. 
	 	The Valuation Dates are applicable for the contribution type specified below:






	 	 	 
	Contribution Type	 	Valuation Date
	All Contributions

	 	a
	 
	 	 
	Elective Deferrals (including 

Roth Elective Deferrals, if applicable)
	 	 
	 
	 	 
	Voluntary After-tax Contributions
	 	 
	 
	 	 
	Required After-tax Contributions
	 	 
	 
	 	 
	Matching Contributions (Formula 1)
	 	 
	 
	 	 
	Matching Contributions (Formula 2)
	 	 
	 
	 	 
	Non-Elective Contributions (Formula 1)
	 	 
	 
	 	 
	Non-Elective Contributions (Formula 2)
	 	 
	 
	 	 
	Safe Harbor Contributions
	 	 
	 
	 	 
	QNEC
	 	 
	 
	 	 
	QMAC
	 	 






6









 






	 	 	 

	a.

	 	Daily valued.
	b.

	 	The last day of each month.
	c.

	 	The last day of each quarter in the Plan Year.
	d.

	 	The last day of each semi-annual period in the Plan Year.
	e.

	 	Other:                     .
	 

	 	(Note: Date must be at least once during the Plan Year.)






	 	 	 

	IV.

	 	ELIGIBILITY REQUIREMENTS
	 
	 	 
	 

	 	Complete the following using the eligibility requirements as specified for each contribution type.
To become a Participant in the Plan, the Employee must satisfy the following eligibility
requirements.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Minimum	 	Service	 	Class	 	Eligibility	 	 
	Contribution Type	 	Age	 	Requirement	 	Exclusions	 	Computation Period	 	Entry Date
	All Contributions

	 	 	1	 	 	 	1	 	 	 	1,2,6,9,10	 	 	 	1	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elective Deferrals (including 

Roth Elective Deferrals, if 

applicable)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Voluntary After-tax 

Contributions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Required After-tax 

Contributions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Matching Contributions

(Formula 1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Matching Contributions

(Formula 2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-Elective Contributions

(Formula 1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-Elective Contributions

(Formula 2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Safe Harbor Contributions*
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	QNECs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	QMACs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 




			
	*	 	If any age or Service requirement selected is more restrictive than that which is imposed on any
Employee contribution, that group of Employees will be subject to the ADP and/or ACP testing as
prescribed under applicable IRS Regulations.






	 	 	 	 	 

	A.	 	Age:
	 
	 	 	 	 
	 

	 	1. 
	 	No age requirement.
	 
	 	 	 	 
	 

	 	2. 
	 	Insert the applicable age in the chart above. The age may not be more than
twenty-one (21).
	 
	 	 	 	 
	B.	 	Service:
	 
	 	 	 	 
	 	 	The maximum Service requirement for Elective Deferrals is one (1) year. For all other
contributions, the maximum is two (2) years. If a Service requirement greater than one (1)
year is selected, Participants must be 100% vested in that contribution.
	 
	 	 	 	 
	 

	 	1. 
	 	No Service requirement.
	 
	 	 	 	 
	 

	 	2. 
	 	Completion of  Days of Service. [No more than 730 Days of Service
may be required; if more than 365 days are entered here, Participants must be 100%
vested upon entering the Plan.]
	 
	 	 	 	 
	 

	 	3. 
	 	Completion of  months of Service. [No more than twenty-four (24)
months of Service may be required; if more than twelve (12) months are entered here,
Participants must be 100% vested upon entering the Plan.]
	 
	 

	 	4. 
	 	Completion of                      months of Service. [No more than twenty-four (24)
months of Service may be required; if more than twelve (12) months are entered here,
Participants must be 100% vested upon entering the Plan.]
	 
	 	 	 	 
	 

	 	5. 
	 	One (1) Year of Service or Period of Service.






7









 







	 	 	 	 	 

	 

	 	6. 
	 	Two (2) Years of Service or Periods of Service.
	 
	 	 	 	 
	 

	 	7. 
	 	One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after six (6) months of
actual Service.
	 
	 	 	 	 
	 

	 	8. 
	 	One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after              months
of actual Service [must be twelve (12) months or less].
	 
	 	 	 	 
	 

	 	9. 
	 	One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after              months
of actual Service [must be twelve (12) months or less].
	 
	 	 	 	 
	 

	 	10. 
	 	Completion of                      Hours of Service (1,000 hours or less) within the
                     month(s) time period [the monthly period must be a pro-ration of twelve
(12) months or less] following an Employee’s commencement of employment. An Employee
who is otherwise eligible who meets the statutory one (1) Year of Service requirement
and any age requirement if applicable, shall participate in the Plan not later than the
earlier of the first day of the first Plan Year after the Employee has met the
statutory requirements or six (6) months after the day such requirements are met.
	 
	 	 	 	 
	 

	 	11. 
	 	Completion of              Hours of Service (may not be more than 1,000
hours).
	 
	 	 	 	 
	C.	 	Method for Measuring Service Eligibility Period (do not enter this method in the table above):
	 
	 	 	 	 
	 	 	A Year of Service for eligibility purposes is defined as follows (choose one):
	 
	 	 	 	 
	þ

	 	1. 
	 	Not applicable.
	 
	 	 	 	 
	o

	 	2. 
	 	Hours of Service method. A Year of Service will be credited upon completion of
                     Hours of Service. A Year of Service for eligibility purposes may not be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of law. If
left blank, the Plan will use 1,000 hours.
	 
	 	 	 	 
	o

	 	3. 
	 	Elapsed Time method.
	 
	 	 	 	 
	D.	 	Employee Class Exclusions:
	 
	 	 	 	 
	 	 	The exclusion of any classification may cause the Plan to fail the ratio percentage test
under Code Section 410(b)(1)(A) or (B) which may require the Plan to be tested under the
average benefits test of Code Section 410(b)(1)(C).
	 
	 	 	 	 
	 

	 	1. 
	 	Employees included in a unit of Employees covered by a collective bargaining
agreement between the Employer and Employee Representatives, if benefits were the
subject of good faith bargaining and if two percent or less of the Employees covered
pursuant to the agreement are professionals as defined in Regulations Section
1.410(b)-9, unless participation in this Plan is specifically provided for in the
collective bargaining agreement. For this purpose, the term “employee representative”
does not include any organization more than half of whose members are owners, officers,
or executives of the Employer.
	 
	 	 	 	 
	 

	 	2. 
	 	Employees who are non-resident aliens [within the meaning of Code Section
7701(b)(1)(B)] who receive no Earned Income [within the meaning of Code Section
911(d)(2)] from the Employer which constitutes income from sources within the United
States [within the meaning of Code Section 861(a)(3)].
	 
	 	 	 	 
	 

	 	3. 
	 	Employees compensated on an hourly basis.
	 
	 	 	 	 
	 

	 	4. 
	 	Employees compensated on a salaried basis.
	 
	 	 	 	 
	 

	 	5. 
	 	Employees compensated on a commission basis.
	 
	 	 	 	 
	 

	 	6. 
	 	Leased Employees.
	 
	 	 	 	 
	 

	 	7. 
	 	Key Employees.
	 
	 	 	 	 
	 

	 	8. 
	 	Highly Compensated Employees.






8









 







	 	 	 	 	 

	 

	 	9. 
	 	Employees of any member of the controlled and/or affiliated service group
Employer whose Employer does not affirmatively adopt this Plan.
	 
	 	 	 	 
	 

	 	10. 
	 	The Plan shall exclude from participation any nondiscriminatory classification
of Employees determined as follows (any exclusion must pass coverage and
nondiscrimination testing): Employees regularly scheduled to work outside of the
United States; reclassified Employees.
	 
	 	 	 	 
	E.	 	Eligibility Computation Period:
	 
	 	 	 	 
	 	 	The initial eligibility computation period shall commence on the date on which an Employee
first performs an Hour of Service and end with the first anniversary thereof. Each
subsequent computation period shall commence on:
	 
	 	 	 	 
	 

	 	1. 
	 	Not applicable. The Plan has a Service requirement of less than one (1) year
or uses the Elapsed Time method to determine eligibility.
	 
	 	 	 	 
	 

	 	2. 
	 	The anniversary of the Employee’s employment commencement date and each
subsequent twelve (12) consecutive month period thereafter.
	 
	 	 	 	 
	 

	 	3. 
	 	The first day of the Plan Year which commences prior to the first anniversary
date of the Employee’s employment commencement date and each subsequent Plan Year
thereafter.
	 
	 	 	 	 
	F.	 	Entry Date:
	 
	 	 	 	 
	 

	 	1. 
	 	The Employee’s date of hire.
	 
	 	 	 	 
	 

	 	2. 
	 	The first day of the month coinciding with or next following the date on which
an Employee meets the eligibility requirements.
	 
	 	 	 	 
	 

	 	3. 
	 	The first day of the payroll period coinciding with or next following the date
on which an Employee meets the eligibility requirements, or as soon as administratively
feasible thereafter.
	 
	 	 	 	 
	 

	 	4. 
	 	When the Days of Service method is selected at Section IV(B)(2), the Entry Date
shall be the day the Employee meets the eligibility requirements, or as soon as
administratively feasible thereafter.
	 
	 	 	 	 
	 

	 	5. 
	 	The earlier of the first day of the Plan Year, or the first day of the fourth,
seventh or tenth month of the Plan Year coinciding with or next following the date on
which an Employee meets the eligibility requirements.
	 
	 	 	 	 
	 

	 	6. 
	 	The earlier of the first day of the Plan Year or the first day of the seventh
month of the Plan Year coinciding with or next following the date on which an Employee
meets the eligibility requirements.
	 
	 	 	 	 
	 

	 	7. 
	 	The first day of the Plan Year following the date on which the Employee meets
the eligibility requirements. If this election is made, the Service waiting period
cannot be greater than one-half year and the minimum age requirement may not be greater
than age twenty and one-half (201/2).
	 
	 	 	 	 
	 

	 	8. 
	 	The first day of the Plan Year nearest the date on which an Employee meets the
eligibility requirements. This option can only be selected for Employer related
contributions.
	 
	 	 	 	 
	 

	 	9. 
	 	The first day of the Plan Year during which the Employee meets the eligibility
requirements. This option can only be selected for Employer related contributions.
	 
	 	 	 	 
	 

	 	10. 
	 	Other:                     . This option may not require an entry date more than two
(2) months following the date on which an Employee meets the eligibility requirements.
	 
	 	 	 	 
	G.	 	Employees on Effective Date:
	 
	 	 	 	 
	 	 	If option (1) is selected, options (2) and (3) should not be selected. Options (2) and (3)
can be selected or just option (2) or (3).
	 
	 	 	 	 
	þ

	 	1. 
	 	All Employees will be required to satisfy both the age and Service requirements
specified above.
	 
	 	 	 	 
	o

	 	2. 
	 	Employees employed on the Plan’s Effective Date do not have to satisfy the age
requirement specified above.






9









 






	 	 	 	 	 	 	 
	 	 	 	 
	 	 	o

	 	3. 
	 	Employees employed on the Plan’s Effective Date do not have to satisfy the
Service requirement specified above.
	 	 	 
	 	 	 	 
	o	 	H.	 	Special Waiver of Eligibility Requirements:
	 	 	 
	 	 	 	 
	 	 	 	 	The age and/or Service eligibility requirements specified above shall be waived for the
eligible Employees specified below who are employed on the specified date for the
contribution type(s) specified. This waiver applies to either the age or Service
requirement or both as elected below.






	 	 	 	 	 	 	 
	 	 	Waiver of Age	 	Waiver of Service	 	 
	Waiver Date	 	Requirement	 	Requirement	 	Contribution Type
	 

	 	 	 	 	 	All Contributions
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Elective Deferrals (including Roth

Elective Deferrals, if applicable)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Matching Contribution (Formula 1)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Matching Contribution (Formula 2)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Non-Elective Contribution (Formula 1)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Non-Elective Contribution (Formula 2)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Safe Harbor Contribution
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	QNEC
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	QMAC






	 	 	 	 	 

	 	 	The waiver above applies to:
	 
	 	 	 	 
	o

	 	1. 
	 	All eligible Employees employed on the specified date.
	 
	 	 	 	 
	o

	 	2. 
	 	The indicated class of Employees employed on the specified date.
	 

	 	 	 	                    
	 
	 	 	 	 
	 	 	Note: Any selection here may cause the Plan to be discriminatory in operation and therefore
would have to be tested for nondiscrimination.






	 	 	 	 	 

	V.	 	RETIREMENT AGES
	 
	 	 	 	 
	 
	 	A.	 	Normal Retirement:
	 
	 	 	 	 
	 
	 	 	 	Select option (1) or (2) and either (3)(a) or (3)(b).






	 	 	 	 	 

	o

	 	1. 
	 	Normal Retirement Age shall be age                      [not to exceed sixty-five (65)
and generally not to be lower than age fifty-five (55)].
	 
	þ

	 	2. 
	 	Normal Retirement Age shall be the later of attaining age 65 [not to
exceed age sixty-five (65)] or the 5th (not to exceed the fifth) anniversary of
the first day of the first Plan Year in which the Participant commenced participation
in the Plan.






	 	 	 	 	 

	3.	 	The Normal Retirement Date shall be:
	 
	 	 	 	 
	o

	 	a.
	 	as of the date the Participant attains Normal Retirement Age
[Plan defaults to this election].
	 
	 	 	 	 
	o

	 	b.
	 	the first day of the month next following the Participant’s
attainment of Normal Retirement Age.






	 	 	 	 	 	 	 
	 	 	 	 
	 	 	B.	 	Early Retirement:
	 	 	 
	 	 	 	 
	 	 	þ

	 	1. 
	 	Not applicable.
	 	 	 
	 	 	 	 
	 	 	o

	 	2. 
	 	The Plan shall have an Early Retirement Age of                      [not less than age
fifty-five (55)] and completion of                      Years of Service.
	 	 	 
	 	 	 	 
	 	 	 

	 	3. 
	 	The Early Retirement Date shall be:






	 	 	 	 	 

	o

	 	a.
	 	as of the date the Participant attains Early Retirement Age
[Plan defaults to this election].






10









 







	 	 	 	 	 

	o

	 	b.
	 	the first day of the month next following the Participant’s
attainment of Early Retirement Age.






	 	 	 	 	 

	VI.	 	CONTRIBUTIONS TO THE PLAN
	 
	 	 	 	 
	 	 	The Employer shall make contributions to the Plan in accordance with the formula or formulas
selected below. The Employer’s contribution shall be subject to the limitations contained in
Articles III and X of the Basic Plan Document. For this purpose, a contribution for a Plan Year
shall be limited by Compensation earned in the Limitation Year that ends with or within such Plan
Year. For Limitation Years beginning on or after January 1, 2002, except to the extent permitted
under paragraph 4.6 of the Basic Plan Document and under Code Section 414(v), the Annual Addition
that may be contributed or allocated to a Participant’s account under the Plan for any Limitation
Year beginning after December 31, 2001 shall not exceed the lesser of (a) $40,000, as adjusted for
increases in the cost-of-living under Code Section 415(d), or (b) 100% of the Participant’s
Compensation within the meaning of Code Section 415(c)(3), for the Limitation Year.
	 
	 	 	 	 
	þ
	 	A.	 	Elective Deferrals:






	 	 	 	 	 

	1.	 	Participants shall be permitted to make Elective Deferrals:
	 
	 	 	 	 
	o

	 	a.
	 	in any amount up to                     % (may be no more than 100%)
of Compensation.
	 
	 	 	 	 
	þ

	 	b.
	 	in any amount from a minimum of 1% (may be no less than
1%) to a maximum of 100% (may be no more than 100%) of their
Compensation not to exceed $                     [may be no more than the Code Section 402(g) limit
and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	o

	 	c.
	 	in a flat dollar amount from a minimum of $                      (may be no
less than $500) to a maximum of $                    , [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable] not to exceed                     %
(no more than 100%) of their Compensation.
	 
	 	 	 	 
	o

	 	d.
	 	in any amount up to the maximum percentage of Compensation and
dollar amount permissible under Code Section 402(g) and 414(v) not to exceed
the limits of Code Sections 401(k), 404 and 415.
	 
	 	 	 	 
	o

	 	e.
	 	Highly Compensated Employees may defer any amount up to                      %
(may be no more than 100%) of Compensation or $                     [may be no more than the
Code Section 402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	þ

	 	f.
	 	Catch-up Contributions may be made by eligible Participants.
	2.	 	Participants shall be permitted to terminate their Elective Deferrals
(including Roth Elective Deferrals, if any) at any time upon proper and timely notice
to the Employer. Modifications and reinstatement of Participants’ Elective Deferrals
will become effective as soon as administratively feasible on a prospective basis as
provided for below:






	 	 	 	 	 
	Modifications	 	Reinstatement	 	Method
	þ

	 	þ
	 	On a daily basis.
	o

	 	o
	 	On the first day of each quarter.
	o

	 	o
	 	On the first day of the next month.
	o

	 	o
	 	The beginning of the next payroll period.
	o

	 	o
	 	On the first day of the next semi-annual period.
	o

	 	o
	 	Upon                      days notice to the Plan Administrator.






	 	 	 	 	 

	o

	 	B.
	 	Roth Elective Deferrals:
	 
	 	 	 	 
	 	 	If Participants are permitted to make Elective Deferrals, they shall also be permitted to
make Roth Elective Deferrals. Roth Elective Deferrals may be treated as Catch-Up
Contributions.
	 
	 	 	 	 
	 

	 	C.
	 	Bonus Option:






	 	 	 	 	 

	þ

	 	1. 
	 	Not applicable. The Plan’s definition of Compensation excludes bonuses from
deferrable Compensation for both Elective Deferrals and Roth Elective Deferrals.







11











 






	 	 	 	 	 

	o

	 	2. 
	 	Not applicable. Participants are not permitted to make a separate deferral
election and the Participant’s deferral amount elected on their Salary Deferral
Agreement will also apply to any bonus received by the Participant for any Plan Year.
	 
	o

	 	3. 
	 	The Employer permits a Participant to amend his or her deferral election to
defer to the Plan an amount not to exceed             % (may be no more than 100%) or
$             [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable] of any bonus received by the Participant for any Plan Year.






	 	 	 	 	 

	þ

	 	D.
	 	Automatic Enrollment:
	 
	 	 	 	 
	 

	 	 	 	The Employer elects the automatic enrollment provisions for Elective Deferrals as follows.
Automatic enrollment in Roth Elective Deferrals is not permitted under the Plan. The
automatic enrollment provisions apply to all eligible Employees. Employees and Participants
shall have the right to amend the stated automatic Elective Deferral percentage or receive
cash in lieu of deferral into the Plan.






	 	 	 	 	 

	o

	 	 1.
	 	Eligible Automatic Contribution Arrangements and Qualified Automatic
Contribution Arrangements (choose either (a) or (b) and complete the
information in that section):






	 	 	 	 	 

	o

	 	a.
	 	The Plan will be an Eligible Automatic Contribution Arrangement
(EACA) [under Code Section 414(w)(3), effective beginning              <insert
first day of Plan Year EACA was originally effective (not prior to 2008)>]:
	 
	 	 	 	 
	 

	 	 	 	i. The EACA applies to (check all that apply):
	 
	 	 	 	 
	 

	 	 	 	o New Employees who have not met the eligibility requirement as of the date the
EACA is effective.
	 
	 	 	 	 
	 

	 	 	 	o Current Employees who are eligible to participate but are not deferring as of
the date the EACA is effective.
	 
	 	 	 	 
	 

	 	 	 	o Current Participants who are deferring at a percentage less than the automatic
percentage selected in (ii) herein as of the date the EACA is effective.
	 
	 	 	 	 
	 

	 	 	 	ii. Default Elective Deferral Percentage: The default percentage of Compensation
to be contributed, unless the Participant elects otherwise, will be:
	 
	 	 	 	 
	 

	 	 	 	                     % (must be a uniform percentage within the meaning of Code
Section 414(w)(3)(B)).






	 	 	 	 	 

	o

	 	 	 	iii. Optional Increase in Deferral Percentage: An eligible Employee who has been
automatically enrolled in the EACA shall have the default Elective Deferral
percentage identified in paragraph (ii) above remain in effect until the last day of
the Plan Year in which the first Elective Deferral is made with respect to such
Employee (the first contribution period). Each Plan Year thereafter, the default
Elective Deferral percentage of each eligible Employee shall increase as indicated
below:
	 
	 	 	 	 
	 

	 	 	 	For the first Plan Year beginning after the first contribution period, the rate of
Elective Deferrals shall be                     %.
	 
	 	 	 	 
	 

	 	 	 	For the second Plan Year beginning after the first contribution period, the rate of
Elective Deferrals
shall be                     %.
	 
	 	 	 	 
	 

	 	 	 	For the third and subsequent Plan Years, the rate of Elective Deferrals shall be
                    %.
	 
	 	 	 	 
	o

	 	 	 	iv. Permissible Withdrawal: Employees may elect a permissible withdrawal from the
Plan no later than 90 days after the date the first default Elective Deferrals are
deducted from the Employee’s paycheck.
	 
	 	 	 	 
	 

	 	 	 	v. Coverage of EACA. The Plan’s EACA feature covers:






	 	 	 

	o

	 	Only those eligible Employees who have not made an affirmative election
and have been automatically enrolled.
	 
	 	 
	o

	 	All eligible Employees (including those who have made an affirmative
deferral election). Selecting this option will allow the Plan to be
eligible for the six (6) month extension that applies to a distribution of
Excess Contributions or Excess Aggregate Contributions (for a Plan Year
beginning on or after January 1,






12









 






	 	 	 

	 

	 	2010). This option requires the
Employer to provide an annual EACA notice to ALL eligible Employees.






	 	 	 	 	 

	þ

	 	b.
	 	The Plan will be a Qualified Automatic Contribution Arrangement (QACA)
[under Code Section 401(k)(13)(A), effective beginning January 1, 2009]:






	 	 	 

	i.

	 	Default Elective Deferral Percentage:






	 	 	 

	a.

	 	For the period ending on the last day of the
first Plan Year which begins after the date in which the first default
Elective Deferral, Catch-up Contribution and Voluntary After-Tax
Contribution is made with respect to such Employee under the Qualified
Automatic Contribution Arrangement, eligible Employees shall have
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions withheld in the amount of 3.0% (must be at least
3% for such period but not more than 10%) of base pay.
	 
	 	 
	b.

	 	For the first Plan Year following the Plan Year
containing the first anniversary of the Employee’s participation in the
Plan, the rate of Elective Deferrals, Catch-up Contributions and
Voluntary After-Tax Contributions shall be 4.0% (must be at
least equal to 4% but not more than 10%) of Compensation.
	 
	 	 
	c.

	 	For the second following Plan Year, the rate of
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions shall be 5.0% (must be at least equal to 5% but
not more than 10%) of Compensation.
	 
	 	 
	d.

	 	For the third following Plan Year and
subsequent Plan Years, the rate of Elective Deferrals, Catch-up
Contributions and Voluntary After-Tax Contributions shall be
6.0% (must be at least equal to 6% but not more than 10%) of
Compensation.






	 	 	 	 	 

	ii.

	 	 
	 	Safe Harbor Contribution:
	 
	 	 	 	 
	 

	 	 
	 	The Employer must elect to provide a safe harbor contribution as described
below (choose one):
	 
	 	 	 	 
	 

	 	 
	 	o  a.  Basic Matching Contribution Formula: The Employer shall make a
basic Matching Contribution on behalf of (choose one):





	 	 	 

	o

	 	each eligible Employee
	 
	o

	 	each eligible Employee who is NOT a Highly Compensated Employee






	 	 	 

	 

	 	in an amount equal to 100% of the Elective Deferrals of the eligible
Employee to the extent that such contributions do not exceed 1% of
Compensation, plus 50% of such Elective Deferrals that exceed 1% of
Compensation but do not exceed 6% of Compensation.
	 
	 	 
	 

	 	þ b. Enhanced Matching Contribution Formula: The Employer shall make an
enhanced Matching Contribution under a formula that provides (i) that the
rate of Matching Contributions does not increase as an Employee’s rate of
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions increases, and (ii) the aggregate amount of Matching
Contributions at any rate of Elective Deferrals, Catch-up Contributions and
Voluntary After-Tax Contributions is at least equal to the aggregate amount
of Matching Contributions which would be made under the basic Matching
Contribution formula described above:
	 
	 	 
	 

	 	100% of Elective Deferrals, Catch-up Contributions and Voluntary
After-Tax Contributions on base pay only up to 6% Compensation.
	 
	 	 
	 

	 	o c. QACA Non-Elective Contribution Formula: The Employer shall make a
QACA Non-Elective Contribution to the Plan on behalf of (choose one):






	 	 	 

	o

	 	each eligible Employee
	 
	 	 
	o

	 	each eligible Employee who is NOT a Highly Compensated
Employee







and who is eligible to participate in the Plan, in an amount equal to
(choose one):



13









 






	 	 	 

	 

	 	o 3%; or
	 
	 	 
	 

	 	                    %
(must be more than 3)







of the Employee’s Compensation, without regard to whether the Employee makes
any Employee contributions.



	 	 	 	 	 

	iii.

	 	 
	 	Vesting Schedule: The vesting schedule for the safe harbor
contributions described in paragraph (ii) above shall be (check one box):






	 	 	 	 	 

	þ

	 	a.
	 	2 year cliff vesting schedule:
	 

	 	 	 	Less than 2 Years of Service = 0%
	 

	 	 	 	2 Years of Service or more = 100%
	 
	 	 	 	 
	o

	 	b.
	 	2 year graded vesting schedule:
	 

	 	 	 	Less than 1 Year of Service = 0%
	 

	 	 	 	1 Year of Service =                     %
	 

	 	 	 	2 Years of Service or more = 100%
	 
	 	 	 	 
	o

	 	c.
	 	100% immediate vesting






	 	 	 	 	 

	iv.

	 	þ
	 	Permissible Withdrawal: Employees may elect a permissible
withdrawal from the Plan no later than 90 days after the date the first default
Elective Deferrals are deducted from the Employee’s paycheck.
	 
	 	 	 	 
	v.

	 	o
	 	Designation of Alternative Plan to Receive Safe Harbor
Contributions: If the safe harbor contribution elected above is not being made
to this Plan, the name of the other plan that will receive the safe harbor
contribution is:             .
	 
	 	 	 	 
	vi.

	 	 
	 	Limitations on Safe Harbor Matching Contributions: If a safe
harbor Matching Contribution is made to the Plan:






	 	 	 	 	 

	o

	 	a.
	 	The Employer elects to make safe harbor
Matching Contributions on an annual basis.
	 
	 	 	 	 
	þ

	 	b.
	 	The Employer elects to match annual Elective
Deferrals, Catch-up Contributions, and Voluntary After-tax
Contributions on base pay only are made:






	 	 	 

	þ

	 	on a payroll basis [Plan defaults to this].
	 
	 	 
	o

	 	on a monthly basis.
	 
	 	 
	o

	 	on a Plan Year quarterly basis.
	 
	 	 
	o

	 	The Employer elects to true up safe
harbor Matching Contributions made to the Plan on the above
basis.






	 	 	 	 	 

	o

	 	 2.
	 	Automatic Deferrals:






	 	 	 

	a.

	 	New Employees: Employees who have not met the eligibility
requirements shall have Elective Deferrals withheld in the amount of                     % (not more than 10%) of Compensation or
$             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable] upon
entering the Plan.






	 	 	 	 	 

	o

	 	i.
	 	On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.
	 
	 	 	 	 
	o

	 	ii.
	 	After                      Years of Service, the
amount specified above shall increase to                     % (no more than
10%) or
$                    
 [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].
	 
	 	 	 	 
	o	 	This requirement is effective for Employees hired on or after                     .






14









 







	 	 	 	 	 

	o

	 	b.
	 	Current Employees: Employees who are eligible to participate but not deferring shall have Elective Deferrals withheld in the amount of
            % (not more than 10%) of Compensation or
$             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].






	 	 	 	 	 

	o

	 	i.
	 	On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.
	 
	o

	 	ii.
	 	After              Years of Service, the
amount specified above shall increase to             % (no more than
10%) or $             [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].






	 	 	 	 	 

	o

	 	c.
	 	Current Participants: Current Participants who are deferring
at a percentage less than the amount selected herein shall have Elective
Deferrals withheld in the amount of             % (not more than 10%) of
Compensation or $             [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].






	 	 	 	 	 

	o

	 	i.
	 	On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.
	 
	 	 	 	 
	o

	 	ii.
	 	After              Years of Service, the
amount specified above shall increase to             % (no more than
10%) or $             [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].
	 
	 	 	 	 
	Employees and Participants shall have the right to amend the stated automatic
Elective Deferral provisions or receive cash in lieu of deferral into the Plan. For
purposes of this provision, Employees returning an election form indicating a “zero”
deferral amount shall be deemed “Current Participants”.






	 	 	 	 	 

	E.	 	Voluntary After-tax Contributions:
	 
	 	 	 	 
	o

	 	1. 
	 	The Plan does not permit Voluntary After-tax Contributions.
	 
	 	 	 	 
	þ

	 	2. 
	 	Participants may make Voluntary After-tax Contributions in any amount from a
minimum of 1% (may not be less than 1%) to a maximum of 100% (may be no
more than 100%) of their Compensation or a flat dollar amount from a minimum of
$             (may not be less than $1,000) to a maximum of $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	o

	 	3. 
	 	Participants may make Voluntary After-tax Contributions in any amount up to the
maximum permitted by law.
	 
	 	 	 	 
	o

	 	4. 
	 	The maximum combined limit of Elective Deferrals, Roth Elective Deferrals, and
Voluntary After-tax Contributions will not exceed             % (may be no more than
100%) of Compensation or $             [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].
	 
	 	 	 	 
	F.	 	Required After-tax Contributions (for Thrift Savings Plans only):
	 
	 	 	 	 
	þ

	 	1. 
	 	The Plan does not permit Required After-tax Contributions.
	 
	 	 	 	 
	 

	 	2. 
	 	Participants shall be required to make Required After-tax Contributions as
follows:






	 	 	 	 	 

	o

	 	a.
	 	                    % (may be no more than 100%) of Compensation.
	 
	 	 	 	 
	o

	 	b.
	 	A percentage determined by the Employee.
	 
	 	 	 	 
	o

	 	c.
	 	A flat dollar amount of $             [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	o

	 	d.
	 	The maximum combined limit of Elective Deferrals, Roth Elective
Deferrals and Required After-tax Contributions will not exceed                     %
(may be no more than 100%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].






15









 





	 	 	 	 	 

	G.	 	Rollover Contributions:
	 
	 	 	 	 
	o

	 	 1.
	 	The Plan does not accept Rollover Contributions.
	 
	 	 	 	 
	þ

	 	 2.
	 	Rollover Contributions may be made:






	 	 	 	 	 

	o

	 	a.
	 	after meeting the eligibility requirements for participation in
the Plan.
	 
	 	 	 	 
	þ

	 	b.
	 	prior to meeting the eligibility requirements for participation
in the Plan.
	 
	 	 	 	 
	3.	 	The Plan will accept a Participant Rollover Contribution of an Eligible
Rollover Distribution from (check only those that apply):
	 
	 	 	 	 
	þ

	 	a.
	 	A Qualified Plan described in Code Section 401(a) or 403(a).
	 
	 	 	 	 
	þ

	 	b.
	 	An annuity contract described in Code Section 403(b).
	 
	 	 	 	 
	þ

	 	c.
	 	An eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state.
	 
	 	 	 	 
	þ

	 	d.
	 	An Individual Retirement Account (which was not used as a
conduit from a Qualified Plan) or Annuity described in Code Section 408(a) or
408(b) that is eligible to be rolled over and would otherwise be includable in
gross income.
	 
	 	 	 	 
	4.	 	The Plan will accept a Direct Rollover of an Eligible Rollover Distribution
from (check only those that apply):
	 
	 	 	 	 
	o

	 	a.
	 	A Qualified Plan described in Code Section 401(a) or 403(a),
excluding Voluntary After-tax Contributions.
	 
	 	 	 	 
	þ

	 	b.
	 	A Qualified Plan described in Code Section 401(a) or 403(a),
including Voluntary After-tax Contributions.
	 
	 	 	 	 
	o

	 	c.
	 	An annuity contract described in Code Section 403(b), excluding
Voluntary After-tax Contributions.
	 
	 	 	 	 
	þ

	 	d.
	 	An annuity contract described in Code Section 403(b), including
Voluntary After-tax Contributions.
	 
	 	 	 	 
	þ

	 	e.
	 	An eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or an agency or instrumentality
of a state or political subdivision of a state.
	 
	 	 	 	 
	o

	 	f.
	 	A Roth Elective Deferral Account if it is a Direct Rollover
from another Roth Elective Deferral Account under a Qualified Plan described in
Code Section 402A(e)(1) and only to the extent the rollover is permitted under
Code Section 402(c).






	 	 	 

	H.

	 	Reserved






	 	 	 	 	 

	o

	 	I.
	 	Safe Harbor Plan Provisions:
	 
	 	 	 	 
	 

	 	 	 	If the Safe Harbor Plan provisions are elected, the nondiscrimination tests at Article XI of
the Basic Plan Document are not applicable. Safe Harbor Contributions made are subject to
the withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury Regulation Section
1.401(k)-1(d); such contributions (and earnings thereon) must not be distributable earlier
than severance from employment, death, Disability, an event described in Code Section
401(k)(10), or in the case of a profit-sharing or stock bonus plan, the attainment of age
591/2. Safe Harbor Contributions are NOT available for Hardship withdrawals.
	 
	 	 	 	 
	 

	 	 	 	The ACP Test Safe Harbor is automatically satisfied if the only Matching Contribution to the
Plan is either a Basic Matching Contribution or an Enhanced Matching Contribution that does
not provide a match on Elective Deferrals in excess of 6% of Compensation. For Plans that
allow Voluntary or Required After-tax Contributions, the ACP Test is applicable with regard
to such contributions.
	 
	 	 	 	 
	 

	 	 	 	Employees eligible to make Elective Deferrals to this Plan must be eligible to receive the
Safe Harbor Contribution in the Plan listed below, to the extent required by applicable IRS
Regulations.






16









 








	 	 	 	 	 

	 

	 	 	 	The Employer elects to comply with the Safe Harbor Cash or Deferred Arrangement provisions
of Article XI of the Basic Plan Document and elects one of the following contribution
formulas:






	 	 	 	 	 

	1.	 	Safe Harbor Tests:
	 
	 	 	 	 
	o

	 	a.
	 	Only the ADP Test Safe Harbor provisions are applicable. A
formula in paragraphs (3), (4) or (5) below has been selected and the ADP Safe
Harbor has been satisfied.
	 
	 	 	 	 
	o

	 	b.
	 	Only the ACP Test Safe Harbor provisions are applicable. No
additional Matching Contributions would be needed in order to satisfy the ACP
Safe Harbor if the Plan satisfies the Basic or Enhanced Match.
	 
	 	 	 	 
	o

	 	c.
	 	Both the ADP and ACP Test Safe Harbor provisions are
applicable. If both ADP and ACP provisions are applicable:






	 	 	 	 	 

	o

	 	i.
	 	No additional Matching Contributions will be
made in any Plan Year in which the Safe Harbor provisions are used.
	 
	 	 	 	 
	o

	 	ii.
	 	The Employer may make Matching Contributions in
addition to any Safe Harbor Matching Contributions elected below.
[Complete provisions in Section VI(J) regarding Matching Contributions
that will be made in addition to those Safe Harbor Matching
Contributions made below.]
	 
	 	 	 	 
	Safe Harbor Contributions cannot be subject to an Hours of Service or employment on the last day of the Plan Year requirement.






	 	 	 	 	 

	o

	 	 2.
	 	Designation of Alternate Plan to Receive Safe Harbor Contribution: If the Safe
Harbor Contribution as elected below is not being made to this Plan, the name of the
other plan that will receive the Safe Harbor Contribution is:
            .
	 
	 	 	 	 
	o

	 	 3.
	 	Basic Matching Contribution Formula: Matching Contributions will be made on
behalf of Participants in an amount equal to 100% of the amount of the Eligible
Participant’s Elective Deferrals that do not exceed 3% of the Participant’s
Compensation and 50% of the amount of the Participant’s Elective Deferrals that exceed
3% of the Participant’s Compensation but that do not exceed 5% of the Participant’s
Compensation.
	 
	 	 	 	 
	o

	 	 4.
	 	Enhanced Matching Contribution Formula: Matching Contributions will be made in
an amount equal to the sum of:






	 	 	 	 	 

	 

	 	a.
	 	                    % of the Participant’s Elective Deferrals that do
not exceed                     % of the Participant’s Compensation [insert a number
that is three (3) or greater but not greater than six (6); if a number greater
than six (6) is inserted or if left blank, this will not qualify as an Enhanced
Matching Contribution Formula and the ADP test will apply], plus
	 
	 	 	 	 
	o

	 	b.
	 	                    % of the Participant’s Elective Deferrals that
exceed                     % of the Participant’s Compensation but do not exceed
                    % of the Participant’s Compensation [insert a number that is three (3)
or greater but not greater than six (6) in the second blank. Both blanks
should 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 a Basic Matching Contribution. The rate of match cannot
increase as Elective Deferrals increase. If a number greater than six (6) is
inserted or if left blank, this will not qualify as an Enhanced Matching
Contribution Formula and the ACP Test will apply.]
	 
	 	 	 	 
	 	 	If an additional discretionary Matching Contribution is made, the dollar amount of
that contribution may not exceed 4% of eligible Plan Compensation.






	 	 	 	 	 

	o

	 	5. 
	 	Guaranteed Non-Elective Contribution Formula: The Employer shall make a
Non-Elective Contribution equal to             % (not less than 3%) of the
Compensation of each Eligible Participant.
	 
	o

	 	6. 
	 	Flexible Non-Elective Contribution Formula: This provision provides the
Employer with the ability to amend the Plan to comply with the Safe Harbor provisions
during the Plan Year. To provide such option, the Employer must amend the Plan and
indicate on Schedule C that the Safe Harbor Non-Elective Contribution (not less than
3%) will be made for the specified Plan Year. Such election must comply with all the
applicable notice requirements.






17









 





	 	 	 	 	 

	Additional non-Safe Harbor Contributions may be made to the Plan pursuant to Section VI(J)
hereof. Any additional contributions may be subject to nondiscrimination testing.
	 
	 	 	 	 
	7. 	 	Limitations on Safe Harbor Matching Contributions: If a Safe Harbor Matching
Contribution is made to the Plan:
	 
	 	 	 	 
	o

	 	a.
	 	The Employer elects to make Safe Harbor Matching Contributions
on an annual basis.
	 
	 	 	 	 
	o

	 	b.
	 	The Employer elects to match actual Elective Deferrals made:






	 	 	 	 	 

	o

	 	i.
	 	on a payroll basis [Plan defaults to this election].
	 
	 	 	 	 
	o

	 	ii.
	 	on a monthly basis.
	 
	 	 	 	 
	o

	 	iii.
	 	on a Plan Year quarterly basis.
	 
	 	 	 	 
	o

	 	iv.
	 	The Employer elects to true up Safe Harbor
Matching Contributions made to the Plan on the above basis.
	 
	 	 	 	 
	 	 	If one of the Matching Contribution calculation periods at paragraph (7)(b)
above is selected, Matching Contributions must be deposited to the Plan not
later than the last day of the calendar quarter next following the quarter
to which they relate.
	 
	 	 	 	 


	 	 	 	 	 
	o

	 	c.
	 	The Employer will only contribute the Safe Harbor Contribution
to Non-Highly Compensated Employees.






	 	 	 	 	 

	o

	 	J.
	 	Matching Employer Contribution:
	 
	 	 	 	 
	 

	 	 	 	Do not complete this section of the Adoption Agreement if the Plan only offers a Safe Harbor
Contribution. A Plan that offers both a Safe Harbor Contribution as well as an additional
Employer Contribution that is specified below, must complete both Sections VI(I) and VI(J)
of this Adoption Agreement.
	 
	 	 	 	 
	 

	 	 	 	Select the Matching Contribution Formula, Computation Period and special Limitations for
each contribution type from the options listed below. Enter the letter of the option(s)
selected on the lines provided. Leave the line blank if no election is required.
	 
	 	 	 	 
	 

	 	o
	 	The Matching Contribution(s) selected below will be deemed an additional discretionary ACP
Test Safe Harbor Matching Contribution in accordance with the selection made at Section
VI(I). The allocation of any additional Matching Contribution made by the Employer will not
exceed 4% of eligible Compensation.
	 
	 	 	 	 
	 

	 	o
	 	The Matching Contribution(s) selected below will be deemed a discretionary contribution that
will be subject to nondiscrimination testing.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Matching	 	 	Matching	 	 	 	 	 	 	Matching	 	 	Matching	 	 	 	 
	Type of	 	Contribution	 	 	Computation	 	 	 	 	 	 	Contribution	 	 	Computation	 	 	 	 
	Contribution	 	(Formula 1)	 	 	Period	 	 	Limitations	 	 	(Formula 2)	 	 	Period	 	 	Limitations	 
	Elective Deferrals
(including Roth
Elective Deferrals,
if applicable)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Voluntary After-tax
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Required After-tax
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	403(b) Deferrals
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 

	 

	 	If any election is made with respect to “403(b) Deferrals” above, and if this Plan is used
to fund any Employer Contributions, Employer Contributions will be based on the Elective
Deferrals made to an existing 403(b) plan sponsored by the Employer.
	 
	 	 
	 

	 	Name of corresponding 403(b) plan, as applicable:                     






18









 







	 	 	 

	 

	 	If the Matching Contribution formula selected by the Employer is 100% vested and may not be
distributed to the Participant before the earlier of the date the Participant has a
severance from employment, retires, becomes disabled, attains 591/2, or dies, it may be
treated as a Qualified Matching Contribution.
	 
	 	 
	 

	 	Matching Contribution Formulas may be subject to a minimum or maximum dollar or percentage
limit.






	 	 	 	 	 

	1. 	 	Matching Contribution Formulas:
	 
	 	 	 	 
	 	 	Matching Contribution Formulas for Elective Deferrals and Roth Elective
Deferrals:
	 
	 	 	 	 
	 

	 	a.
	 	Percentage of Deferral Match: The Employer shall contribute to
each eligible Participant’s account an amount equal to                     % (no more
than 500%) of the Participant’s Elective Deferrals up to a maximum of                     % (no more than the Annual Addition limit for
the Plan Year) of
Compensation or $             [no more than the Annual Addition limit for the Plan Year].
	 
	 	 	 	 
	 

	 	b.
	 	Uniform Dollar Match: The Employer shall contribute to each
eligible Participant’s account $             (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least                     %
(no more than 100%) of Compensation or $             [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable]. The Employer’s
contribution will be made up to a maximum of                     % (no more than the
Annual Addition limit for the Plan Year) of Compensation.
	 
	 	 	 	 
	 

	 	c.
	 	Discretionary Match: The Employer shall have the right to make
a Discretionary Matching Contribution. The Employer’s Matching Contribution
shall be determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:                     
	 
	 	 	 	 
	 

	 	d.
	 	Tiered Match: The Employer shall contribute to each eligible
Participant’s account an amount equal to:
	 
	 	 	 	 
	 

	 	 	 	                    % (no more than 500%) of the first
                    % of the
Participant’s Compensation contributed, and
	 
	 	 	 	 
	 

	 	 	 	                    % (no more than 400%) of the next
                    % of the
Participant’s Compensation contributed, and
	 
	 	 	 	 
	 

	 	 	 	                    % (no more than 300%) of the next
                    % of the
Participant’s Compensation contributed.
	 
	 	 	 	 
	 

	 	 	 	The Employer’s contribution
will be made up to the o  greater of (may be no
more than 500%) o lesser of (may be no less than 1%)                     % of
Compensation, or $             (no more than the Annual Addition limit for the
Plan Year).
	 
	 	 	 	 
	 

	 	 	 	The percentages specified above may not increase as the rate of Elective
Deferrals or Employee Contributions increase. This formula must meet Code
Section 401(a)(4) and the ACP Test.
	 
	 	 	 	 
	 

	 	e.
	 	Percentage of Compensation Match: The Employer shall
contribute to each eligible Participant’s account                     % (no less than
1%) of Compensation if the eligible Participant contributes at least                     % (no more than 100%) of Compensation.
	 
	 	 	 	 
	 

	 	 	 	The Employer’s contribution
will be made up to the
o  greater of (may be no
more than 500%) o lesser of (may be no less than 1%)                     % of
Compensation or $             (no more than the Annual Addition limit for the
Plan Year).
	 
	 	 	 	 
	 

	 	 	 	This formula must meet Code Section 401(a)(4) and the ACP Test.






19









 







	 	 	 	 	 

	 

	 	f.
	 	Proportionate Compensation Match: The Employer shall
contribute to each eligible Participant who defers at least                     % (may
be no more than 100%) of Compensation, an amount determined by multiplying such
Employer Matching Contribution by a fraction, the numerator of which is the
Participant’s Compensation and the denominator of which is the Compensation of
all Participants eligible to receive such an allocation.
	 
	 	 	 	 
	 

	 	 	 	The Employer’s contribution
will be made up to the o greater of (may be no
more than 500%) o lesser of (may be no less than 1%)                     % of
Compensation or $             (no more than the Annual Addition limit for the
Plan Year).
	 
	 	 	 	 
	 

	 	 	 	This formula must meet Code Section 401(a)(4) and the ACP Test.
	 
	 	 	 	 
	 

	 	g.
	 	Length of Service Match: The Employer shall make Matching
Contributions equal to the formula determined under the following schedule:






	 	 	 
	Participant's Total Years (Periods) of Service	 	Matching Contribution Formula
	
          

	 	
          
	
          
	 	
          
	
          
	 	
          





	 	 	 	 	 

	 

	 	 	 	This formula must meet Code Section 401(a)(4) and the ACP Test.
	 
	 	 	 	 
	o

	 	h.
	 	Catch-Up Contributions: The Employer elects to match Catch-Up
Contributions under the same formula or formulas as elected above.
	 
	 	 	 	 
	 

	 	 	 	In the event that an Excess Contribution is recharacterized as a Catch-up
Contribution, any Matching Contribution made thereon may remain in the Plan
if the Matching Contribution Formula is not otherwise exceeded.
	 
	 	 	 	 
	 	 	Additional
Matching Contribution Formulas for Voluntary After-tax Contributions:
	 
	 	 	 	 
	 

	 	i.
	 	Percentage of Deferral Match: The Employer shall contribute to
each eligible Participant’s account an amount equal to                     % (no less
than 1%) of the Participant’s Contribution up to a maximum of                     %
(may be no more than 500%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	 

	 	j.
	 	Uniform Dollar Match: The Employer shall contribute to each
eligible Participant’s account $             (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least                     %
(may be no more than 100%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employer’s contribution will be made up to the maximum of                     % (may
be no more than 500%) of Compensation.
	 
	 	 	 	 
	 

	 	k.
	 	Discretionary Match: The Employer shall have the right to make
a Discretionary Matching Contribution. The Employer’s Matching Contribution
shall be determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:                     
	 
	 	 	 	 
	 	 	Additional
Matching Contribution Formulas for Required After-tax Contributions:
	 
	 	 	 	 
	 

	 	l.
	 	Percentage of Deferral Match: The Employer shall contribute to
each eligible Participant’s account an amount equal to                     % (no less
than 1%) of the Participant’s Contribution up to a maximum of                     %
(may be no more than 500%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	 

	 	m.
	 	Uniform Dollar Match: The Employer shall contribute to each
eligible Participant’s account $             (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least                     %
(may be no more than 100%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employer’s contribution will be made up to the maximum of                     % (may
be no more than 500%) of Compensation.






20









 







	 	 	 	 	 

	 

	 	n.
	 	Discretionary Match: The Employer shall have the right to make
a Discretionary Matching Contribution. The Employer’s Matching Contribution
shall be determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:                     
	 
	 	 	 	 
	 	 	Additional Matching Contribution Formulas for 403(b) Deferrals:
	 
	 	 	 	 
	 

	 	o.
	 	Percentage of Deferral Match: The Employer shall contribute to
each eligible Participant’s account an amount equal to                     % (no less
than 1%) of the Participant’s deferral up to a maximum of                     % (may
be no more than 500%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
	 
	 	 	 	 
	 

	 	p.
	 	Uniform Dollar Match: The Employer shall contribute to each
eligible Participant’s account $             (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least                     %
(may be no more than 100%) of Compensation or $             [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employer’s contribution will be made up to the maximum of                     % (may
be no more than 500%) of Compensation.
	 
	 	 	 	 
	 

	 	q.
	 	Discretionary Match: The Employer shall have the right to make
a Discretionary Matching Contribution. The Employer’s Matching Contribution
shall be determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:                     
	 
	2.	 	Matching Contribution Computation Period: The Compensation or any dollar
limitation imposed in calculating the Matching Contribution will be based on the period
selected below. Matching Contributions will be calculated on the following basis:






	 	 	 	 	 	 	 

	a.

	 	Payroll Based
	 	e.
	 	Monthly
	b.

	 	Weekly
	 	f.
	 	Quarterly
	c.

	 	Bi-weekly
	 	g.
	 	Semi-annually
	d.

	 	Semi-monthly
	 	h.
	 	Annually






	 	 	 	 	 

	 	 	The calculation of Matching Contributions based on the Computation Period selected
above has no applicability as to when the Employer remits Matching Contributions to
the Trust.
	 
	 	 	 	 
	3.	 	Limitations on Matching Formulas:
	 
	 	 	 	 
	 

	 	a.
	 	Contributions to Participants who are not Highly Compensated
Employees: Contribution of the Employer’s Matching Contribution will be made
only to eligible Participants who are Non-Highly Compensated Employees.
	 
	 	 	 	 
	 

	 	b.
	 	Deferrals withdrawn prior to the end of the Matching
Computation Period: Matching Contributions (whether or not Qualified) will not
be made on Employee contributions withdrawn prior to the end of the o
Matching
Computation Period, or o Plan Year.
	 
	 	 	 	 
	 

	 	o
	 	If elected, this requirement shall not apply in the event of a withdrawal
occurring as the result of a termination of employment for reasons of
retirement, Disability or death.
	 
	 	 	 	 
	 

	 	c.
	 	Maximum Plan Limit for Matching Contributions: In no event will
Matching Contributions exceed             % (no more than 500%) of
Compensation, or $             (no more than the Annual Addition limit for the Plan
Year).
	 
	 	 	 	 
	 

	 	o
	 	If elected, this limitation applies to the total of all Elective Deferrals,
Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax
Contributions, and Required After-tax Contributions made to the Plan for the
Plan Year.
	 
	 	 	 	 
	 

	 	d.
	 	True Up of Matching Contributions: The Employer elects to true
up Matching Contributions made to the Plan.






	 	 	 	 	 

	o

	 	K.
	 	Non-Elective Employer Contributions:
	 
	 

	 	 	 	The Employer shall have the right to make a discretionary contribution. If a discretionary
contribution is made, the Employer’s contribution for the Plan Year shall be allocated to
the accounts of eligible Participants as follows (enter the number of the allocation method
being used by the Plan):







21











 






	 	 	 
	Type of Contribution	 	Allocation Method
	Non-Elective Formula 1

	 	                    
	Non-Elective Formula 2

	 	                    






	 	 	 

	1. 

	 	Pro-Rata Formula: The Employer’s contribution for the Plan Year shall be
allocated to each eligible Participant on a pro-rata basis based on the Compensation of
the Participant to the total Compensation of all Participants.
	 
	 	 
	2. 

	 	Uniform Percentage Formula: The Employer’s contribution shall be allocated to
each eligible Participant as a uniform percentage of the Employer’s Net Profit.
	 
	 	 
	3. 

	 	Percentage of Compensation Formula: The Employer’s contribution shall be                     %
of each Participant’s Compensation allocated on a pro-rata basis based on the
Compensation of the Participant to the total Compensation of all Participants.
	 
	 	 
	4. 

	 	Hours of Service Formula: The Employer’s contribution shall be a discretionary
amount allocated in the same dollar amount to each eligible Participant based on each
Hour of Service performed or each day that the Participant is entitled to Compensation.
	 
	 	 
	5. 

	 	Uniform Dollar Amount Formula: The Employer shall contribute and allocate to
the account of each eligible Participant an equal dollar amount.
	 
	 	 
	6. 

	 	Excess Integrated Contribution Formula: The Employer’s contribution shall be
allocated as an amount taking into consideration amounts contributed to Social Security
using the four-step Excess Integrated Allocation Formula as described in the Basic Plan
Document; the Integration Level is defined at Section III(E) of this Adoption
Agreement.
	 
	 	 
	7. 

	 	Base Integrated Contribution Formula: The Employer’s contribution shall be
allocated as an amount taking into consideration amounts contributed to Social Security
using the two-step Base Integrated Allocation Formula as described in the Basic Plan
Document; Employer Contributions shall be allocated as follows:             % of each
eligible Participant’s Compensation, plus             % of Compensation in excess of
the Integration Level defined at Section III(E) hereof. If the Integration Level
selected in Section III(E) is other than the Taxable Wage Base, the maximum disparity
rate will be adjusted as follows: (a) if the Integration Level selected is greater than
zero (0) but not more than the greater of $10,000 or 20% of the Taxable Wage Base, the
maximum disparity rate will be 5.7%; (b) if the Integration Level selected is more than
the greater of $10,000 or 20% but not more than 80% of the Taxable Wage Base, the
maximum disparity rate will be 4.3%; (c) if the Integration Level selected is more than
80% of the Taxable Wage Base, but not more than any amount more than 80% of the Taxable
Wage Base, but less than 100% of the Taxable Wage Base, the maximum disparity rate will
be 5.4%.
	 
	 	 
	 

	 	Only one Plan maintained by the Employer may be integrated with Social Security.
Any Plan utilizing a Safe Harbor formula as provided in Section VI(I) of this
Adoption Agreement may not apply the Safe Harbor Contributions to the integrated
allocation formula.
	 
	 	 
	8. 

	 	Uniform Points Contribution Formula: The allocation for each eligible
Participant will be determined by a uniform points method. Each eligible Participant’s
allocation shall bear the same relationship to the Employer contribution as the
Participant’s total points bears to all points awarded. The Employer must grant points
for at least age or Service. Each eligible Participant will receive             
points for each of the following:






	 	 	 	 	 

	o

	 	a.
	 	             year(s) of age.
	 
	 	 	 	 
	o

	 	b.
	 	             Year(s) of Service determined:
	 
	 	 	 	 
	 

	 	o
	 	i.          In the same manner as determined for eligibility.
	 
	 	 	 	 
	 

	 	o
	 	ii.          In the same manner as determined for vesting.
	 
	 	 	 	 
	 

	 	o
	 	iii.          Points will not be awarded with respect to Year(s) of Service in excess of
            .
	 
	 	 	 	 
	o

	 	c.
	 	$             (not to exceed $200) of Compensation.
	The contribution formulas must satisfy the design-based safe harbors described in the
Regulations under Code Section 401(a)(4).






22









 






	 	 	 	 	 

	L.	 	Qualified Matching (QMAC) and Qualified Non-Elective (QNEC) Employer Contribution Formulas:
	 
	 	 	 	 
	o

	 	1. 
	 	QMAC Contribution Formula: The Employer may contribute to each eligible
Participant’s Qualified Matching Contribution account an amount equal to (select one or
more of the following):






	 	 	 	 	 

	o

	 	a.
	 	$                     or
                    % of the Participant’s Elective Deferrals
(including Roth Elective Deferrals, if applicable).
	 
	 	 	 	 
	o

	 	b.
	 	$                     or
                    % of the Participant’s Elective Deferrals
(including Roth Elective Deferrals, if applicable) not to exceed                     %
of Compensation.
	 
	 	 	 	 
	o

	 	c.
	 	$                     or
                    % of the Participant’s Voluntary After-tax
Contributions.
	 
	 	 	 	 
	o

	 	d.
	 	$                     or
                    % of the Participant’s Required After-tax
Contributions.






	 	 	 	 	 

	o

	 	2. 
	 	Discretionary QMAC Contribution Formula: The Employer shall have the right to
make a discretionary QMAC contribution. The Employer’s Matching Contribution shall be
determined by the Employer with respect to each Plan Year’s eligible Participants.
Such contribution shall be in the amount specified and allocated as follows:                     
	 
	 	 	 	 
	 

	 	 	 	This part of the Employer’s contribution shall be fully vested when made.
	 
	 	 	 	 
	o

	 	3. 
	 	QNEC Contribution Formula: The Employer may contribute to each eligible
Participant’s Qualified Non-Elective Contribution account an amount equal to (select
one or more of the following):






	 	 	 	 	 

	o

	 	a.
	 	                    % of Compensation of all eligible Participants.
This part of the Employer’s contributions shall be fully vested when made.
	 
	 	 	 	 
	o

	 	b.
	 	$                     not to exceed
                    % of Compensation. This part of
the Employer’s contribution shall be fully vested when made and subject to the
limitations specified in the Basic Plan Document.






	 	 	 	 	 

	o

	 	4. 
	 	Discretionary Percentage QNEC Contribution Formula: The Employer shall have
the right to make a discretionary QNEC contribution which shall be allocated to each
eligible Participant’s account in proportion to his or her Compensation as a percentage
of the Compensation of all eligible Participants. This part of the Employer’s
contribution shall be fully vested when made. This contribution will be made to:






	 	 	 	 	 

	o

	 	a.
	 	All eligible Participants.
	 
	 	 	 	 
	o

	 	b.
	 	Only eligible Participants who are Non-Highly Compensated
Employees.






	 	 	 	 	 

	o

	 	5. 
	 	Discretionary Uniform Dollar QNEC Contribution Formula: The Employer shall have
the right to make a discretionary QNEC contribution which shall be allocated to each
eligible Participant’s account in a uniform dollar amount to be determined by the
Employer and allocated in a nondiscriminatory manner. This part of the Employer’s
contribution shall be fully vested when made. This contribution will be made to:






	 	 	 	 	 

	o

	 	a.
	 	All eligible Participants.
	 
	 	 	 	 
	o

	 	b.
	 	Only eligible Participants who are Non-Highly Compensated
Employees.






	 	 	 	 	 

	M.	 	Qualified Matching Contributions and Qualified Non-Elective Contributions for Test Correction
Purposes:
	 
	 	 	 	 
	 	 	Qualified Matching (QMAC) and Qualified Non-Elective (QNEC) Contributions made exclusively
for test correction purposes may only be selected if the Employer elects to use the Current
Year testing method in Section X herein and are not subject to any allocation requirement
selected under Section VII herein.






23









 







	 	 	 	 	 

	þ

	 	1. 
	 	Corrective QNEC Contribution Formula: The Employer shall have the right to
make a QNEC contribution in the amount necessary to pass the ADP/ACP Test or the
maximum permitted under Code Section 415. This contribution will be allocated to some
or all Non-Highly Compensated Participants designated by the Plan Administrator. The
allocation will be the lesser of the amount required to pass the ADP/ACP Test, or the
maximum permitted under Code Section 415. This part of the Employer’s contribution
shall be fully vested when made.
	 
	 	 	 	 
	o

	 	2. 
	 	Qualified Matching Contributions (QMAC):






	 	 	 	 	 

	o

	 	a.
	 	For purposes of the ADP and ACP Tests, all Matching
Contributions made to the Plan will be deemed “Qualified” for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage. All Matching Contributions must be fully vested when made.
	 
	 	 	 	 
	o

	 	b.
	 	For purposes of the ADP and ACP Tests, only Matching
Contributions made to the Plan that are needed to meet the Actual Deferral
Percentage or Actual Contribution Percentage Test will be deemed “Qualified”
for purposes of calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Matching Contributions used must be fully
vested when made.






	 	 	 	 	 

	o

	 	3. 
	 	Qualified Non-Elective Contributions (QNEC):






	 	 	 	 	 

	o

	 	a.
	 	For purposes of the ADP and ACP Tests, all Non-Elective
Contributions made to the Plan will be deemed “Qualified” for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage. All Non-Elective Contributions must be fully vested when made.
	 
	 	 	 	 
	o

	 	b.
	 	For purposes of the ADP and ACP Tests, only the Non-Elective
Contributions made to the Plan that are needed to meet the Actual Deferral
Percentage or Actual Contribution Percentage Test will be deemed “Qualified”
for purposes of calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Non-Elective Contributions used must be fully
vested when made.






	 	 	 	 	 

	o

	 	N.
	 	Additional Adopting Employers:






	 	 	 	 	 

	o

	 	1. 
	 	All participating Employers’ contributions and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer shall be pooled
together and allocated uniformly among all eligible Participants.
	 
	 	 	 	 
	o

	 	2. 
	 	Each participating Employer’s contribution and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer shall be
allocated only to eligible Participants of the participating Employer.
	 
	 	 	Where contributions and forfeitures are to be allocated to eligible Participants by
participating Employers, each such Employer must maintain data demonstrating that the
allocations by group satisfy the nondiscrimination rules under Code Section 401(a)(4).






	 	 	 

	VII.

	 	ALLOCATIONS TO PARTICIPANTS






	 	 	 	 	 

	A.	 	Allocation Accrual Requirements:
	 
	 	 	 	 
	 	 	No Hours of Service or last day requirement may be imposed on any Employer contribution that
is subject to the Safe Harbor Plan rules.






	 	 	 	 	 

	þ

	 	1. 
	 	There are no allocation requirements for Participants to receive any
contribution made to the Plan; however, a Participant must have received Compensation
from the Employer to be entitled to an allocation of contributions.
	 
	 	 	 	 
	o

	 	2. 
	 	Employer contributions will be allocated to all Participants employed on the
last day of the Plan Year regardless of hours worked.
	 
	o

	 	3. 
	 	The Plan is using the Elapsed Time method; contributions will be allocated to
all Participants who have completed                      [not more than twelve (12)] months of
Service regardless of the hours credited. If left blank, the Plan will use twelve (12)
months.






24









 








	 	 	 	 	 

	o

	 	4. 
	 	Employer contributions for a Plan Year will be allocated to all Participants
upon completion of the hours and/or employment requirements below.






	 	 	 	 	 

	a.	 	A Year of Service for allocation accrual purposes cannot be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of
law. If left blank, the Plan will use 1,000 hours. Enter whole digit numbers
only.






	 	 	 
	Contribution Type	 	Hours
	All contributions

	 	     
	Matching Contribution (Formula 1)

	 	     
	Matching Contribution (Formula 2)

	 	     
	Non-Elective Contribution (Formula 1)

	 	     
	Non-Elective Contribution (Formula 2)

	 	     
	QMAC

	 	     
	QNEC

	 	     






	 	 	 	 	 

	b.	 	Participants must be employed on the last day of each quarter
of the Plan Year in order to receive the following contribution(s):
	 
	 	 	 	 
	o	 	All contributions
	 
	 	 	 	 
	o	 	Matching Contribution (Formula 1)
	 
	 	 	 	 
	o	 	Matching Contribution (Formula 2)
	 
	 	 	 	 
	o	 	Non-Elective Contribution (Formula 1)
	 
	 	 	 	 
	o	 	Non-Elective Contribution (Formula 2)
	 
	 	 	 	 
	o	 	QMAC
	 
	 	 	 	 
	o	 	QNEC
	 
	 	 	 	 
	 	 	Note: Use of this subsection (b) requires that no more than one (1) Hour of
Service be required in subsection (a) above for the contribution types
selected.
	 
	 	 	 	 
	c.	 	Participants must be employed on the last day of the Plan Year
in order to receive the following contribution(s):
	 
	 	 	 	 
	o	 	All contributions
	 
	 	 	 	 
	o	 	Matching Contribution (Formula 1)
	 
	 	 	 	 
	o	 	Matching Contribution (Formula 2)
	 
	 	 	 	 
	o	 	Non-Elective Contribution (Formula 1)
	 
	 	 	 	 
	o	 	Non-Elective Contribution (Formula 2)
	 
	o	 	QMAC
	 
	 	 	 	 
	o	 	QNEC






	 	 	 	 	 

	o

	 	d.
	 	Participants must complete the Hours of Service indicated above
or be employed on the last day of the Plan Year to receive the Employer
Contribution(s) selected above.
	 
	 	 	 	 
	5.	 	Employer Contributions for a Plan Year will be allocated to terminated
Participants who have met the following allocation accrual requirements (check all
applicable boxes):






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Non-	 	Non-	 	 	 	 
	 	 	 	 	 	 	All	 	Match	 	Match	 	Elective	Elective	 	 	 
	 	 	 	 	 	 	Contributions	 	Formula 1	 	Formula 2	 	Formula 1	 	Formula 2	 	QMAC	 	QNEC
	a.	 	The Hours of Service or Period of
Service requirement above will be
waived if termination is due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	i.
	 	Retirement
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	ii.
	 	Disability
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	iii.
	 	Death
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	iv.
	 	Other (must be nondiscriminatory

in operation):	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	                    
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Non-	 	Non-	 	 	 	 
	 	 	 	 	 	 	All	 	Match	 	Match	 	Elective	Elective	 	 	 
	 	 	 	 	 	 	Contributions	 	Formula 1	 	Formula 2	 	Formula 1	 	Formula 2	 	QMAC	 	QNEC
	b.	 	The last day of employment
requirement above will be
waived if termination is due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	i.
	 	Retirement
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	ii.
	 	Disability
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	iii.
	 	Death
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 

	 	iv.
	 	Other (must be nondiscriminatory

in operation):	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	                    
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	o






	 	 	 	 	 

	o

	 	B.
	 	Contributions to Disabled Participants:
	 
	 	 	 	 
	 

	 	 	 	The Employer will make contributions on behalf of a Participant who is permanently and
totally disabled. These contributions will be based on the Compensation each such
Participant would have received for the Limitation Year if the Participant had been paid at
the rate of Compensation paid immediately before becoming permanently and totally disabled.
Such contributions shall be for:             (enter a fixed or determinable period). Such
imputed Compensation for the disabled Participant may be taken into account only if the
Participant is not a Highly Compensated Employee. These contributions will be 100% vested
when made. The rule of final Treasury Regulation Section 1.415(c)-2(g)(4) applies with
respect to such Participant.
	 
	 	 	 	 
	o

	 	C.
	 	Employer Matching Contributions to Participants in the Case of Death or Disability Resulting
from Active Military Service:
	 
	 	 	 	 
	 

	 	 	 	Effective for any death or Disability occurring on or after              [insert a date no
earlier than 1/1/2007], the Employer will make Matching Contributions on behalf of a
Participant who dies or incurs a Disability while performing qualified military service.
These contributions will be determined on the basis of the Participant’s average actual
Elective Deferrals and Employee contributions to the Plan for the 12-month period of Service
with the Employer immediately prior to qualified military service, or if Service with the
Employer is less than such 12-month period, the actual length of continuous Service with the
Employer.
	 
	 	 	 	 
	VIII.	 	DISPOSITION OF FORFEITURES
	 
	 	 	 	 
	 

	 	A.
	 	Forfeiture Allocation Alternatives:






	 	 	 	 	 

	o

	 	1. 
	 	Not applicable; all contributions are fully vested.
	 
	 	 	 	 
	þ

	 	2. 
	 	Select one or more methods in which forfeitures associated with the
contribution type will be allocated (number each item in order of use):






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Employer Contribution Type
	 	 	 	 	All Non-Safe Harbor	 	Non-Elective
	Disposition Method	 	Matching Contributions	 	Contributions
	a.

	 	Restoration of Participant’s
forfeitures.
	 	 	1	 	 	                    
	 
	 	 	 	 	 	 	 	 
	b.

	 	Used to offset Plan expenses.
	 	 	3	 	 	                    
	 
	 	 	 	 	 	 	 	 
	c.

	 	Used to reduce the Employer’s
Non-Elective Contribution.
	 	                    
	 	                    
	 
	 	 	 	 	 	 	 	 
	d.

	 	Used to reduce the Employer’s
Matching Contribution.
	 	 	2	 	 	                    
	 
	 	 	 	 	 	 	 	 
	e.

	 	Added to the Employer’s contribution
(other than Matching Contributions or
Base Integration Formula) under the
Plan.
	 	                    
	 	                    






26









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Employer Contribution Type
	 	 	 	 	All Non-Safe Harbor	 	Non-Elective
	Disposition Method	 	Matching Contributions	 	Contributions
	f.

	 	Added to the Employer’s Matching
Contribution under the Plan (these
contributions will be subject to ACP
Testing).
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	g.

	 	Allocate to all Participants
eligible to share in the allocations
in the same proportion that each
Participant’s Compensation for the
year bears to the Compensation of all
other Participants for such year.
	 	 	N/A	 	 	 
	 
	 	 	 	 	 	 	 	 
	h.

	 	Allocate to all NHCEs eligible to share
in the allocations in proportion to each
such Participant’s Compensation for
the year.
	 	 	N/A	 	 	 
	 
	 	 	 	 	 	 	 	 
	i.

	 	Allocate to all NHCEs eligible to share in
the allocations in proportion to each such
Participant’s Elective Deferrals for the year.
	 	 	 	 	 	N/A
	 
	 	 	 	 	 	 	 	 
	j.

	 	Allocate to all Participants eligible to share
in the allocations in the same proportion
that each Participant’s Elective Deferrals
for the year bears to the Elective Deferrals
of all Participants for such year.
	 	 	 	 	 	N/A






	 	 	 

	 

	 	Participants eligible to share in the allocation of other Employer contributions under
Section VI shall be eligible to share in the allocation of forfeitures. The selection of
(i) or (j) may require that the Plan be tested for nondiscrimination using a general test
described in Regulation Section 1.410(b).
	 
	 	 
	B.

	 	Timing of Allocation of Forfeitures:
	 
	 	 
	 

	 	If no timely distribution or deemed distribution [pursuant to paragraph 6.5(c) of the Basic
Plan Document] has been made to a former Participant, non-vested portions shall be forfeited
at the end of the Plan Year during which the former Participant incurs his or her fifth
consecutive one (1) year Break in Service or Period of Severance for Plans that use the
Elapsed Time Method.
	 
	 	 
	 

	 	If a former Participant has received the full amount of his or her Vested Account Balance,
the non-vested portion of his or her account shall be forfeited and be disposed of:






	 	 	 	 	 

	o

	 	1. 
	 	during the Plan Year following the Plan Year in which the forfeiture arose.
	 
	 	 	 	 
	þ

	 	2. 
	 	as of any Valuation or Allocation Date during the Plan Year (or as soon as
administratively feasible following the close of the Plan Year) in which the former
Participant receives full payment of his or her vested benefit.
	 
	 	 	 	 
	o

	 	3. 
	 	as of the end of the Plan Year during which the former Participant receives
full payment of his or her vested benefit.
	 
	 	 	 	 
	o

	 	4. 
	 	as of the earlier of the first day of the Plan Year, or the first day of the
seventh month of the Plan Year following the date on which the former Participant has
received full payment of his or her vested benefit.
	 
	 	 	 	 
	o

	 	5. 
	 	as of the next Valuation or Allocation Date following the date on which the
former Participant receives full payment of his or her vested benefit.







27












 






	 	 	 	 	 

	IX.	 	MULTIPLE PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY CONTRIBUTIONS
	 
	 	 	 	 
	o

	 	A.
	 	Plans Maintained by the Employer:
	 
	 	 	 	 
	 

	 	 	 	The Employer does maintain another Plan [including a Welfare Benefit Fund or an individual
medical account as defined in Code Section 415(l)(2)], under which amounts are treated as
Annual Additions and has completed the proper section below. If the Participant is covered
under another qualified Defined Contribution Plan maintained by the Employer:






	 	 	 	 	 

	o

	 	1. 
	 	The relevant provisions of Article X of the Basic Plan Document will apply.
	 
	 	 	 	 
	o

	 	2. 
	 	[Reserved]






	 	 	 

	B.

	 	Top-Heavy Provisions:
	 
	 	 
	 

	 	In the event the Plan is or becomes Top-Heavy, the minimum contribution or benefit required
under Code Section 416 and paragraph 14.3 of the Basic Plan Document relating to Top-Heavy
Plans shall be satisfied in the elected manner:






	 	 	 	 	 

	þ

	 	1. 
	 	The minimum contribution will be satisfied by this Plan.
	 
	 	 	 	 
	o

	 	2. 
	 	The minimum contribution will be satisfied by (name of other Qualified Plan):
                                        
     
	 
	 	 	 	 
	 

	 	 	 	Minimum contribution or benefit to be provided (specify interest rates and mortality table, if applicable):
                                        
     
	 
	 	 	 	 
	 

	 	3. 
	 	For any Plan Year during which the Plan is Top-Heavy, the sum of the
contributions (excluding Elective Deferrals) allocated to non-Key Employees shall not
be less than the amount required under the Basic Plan Document. Top-Heavy minimums
will be allocated to:






	 	 	 	 	 

	o

	 	a.
	 	all eligible Participants [Plan defaults to this election].
	 
	 	 	 	 
	þ

	 	b.
	 	only eligible non-Key Employees who are Participants.






	 	 	 	 	 

	o

	 	4. 
	 	Matching Contributions shall not be included when satisfying Top-Heavy minimum
contributions.






	 	 	 

	X.

	 	NONDISCRIMINATION TESTING
	 
	 	 
	 

	 	A Plan may use different testing methods for the ADP and ACP Tests provided the Plan does not
permit recharacterization of Excess Contributions, Elective Deferrals to be used in the ACP Test,
or Qualified Matching Contributions to be used in the ADP Test.
	 
	 	 
	 

	 	If no election is made, the Plan will use the Current Year testing method for both the ADP and ACP
Tests.






	 	 	 	 	 

	A.	 	Testing Elections:
	 
	 	 	 	 
	o

	 	1. 
	 	The Plan is not subject to ADP or ACP testing. The Plan does not offer
Voluntary After-tax or Required After-tax Contributions and it either meets the Safe
Harbor provisions of Section VI(I) of this Adoption Agreement, or it does not benefit
any Highly Compensated Employees.
	 
	 	 	 	 
	þ

	 	2. 
	 	The Plan is not subject to ADP as it meets the Safe Harbor provisions of
Section VI(I) of this Adoption Agreement.
	 
	 	 	 	 
	o

	 	3. 
	 	This Plan is using the Current Year testing method for purposes of the ADP Test.
	 
	 	 	 	 
	o

	 	4. 
	 	This Plan is using the Current Year testing method for purposes of the ACP Test.
	 
	 	 	 	 
	o

	 	5. 
	 	This Plan is using the Prior Year testing method for purposes of the ADP Test.
	 
	 	 	 	 
	þ

	 	6. 
	 	This Plan is using the Prior Year testing method for purposes of the ACP Test.






28









 







	 	 	 

	B.

	 	Testing Elections for the First Plan Year:
	 
	 	 
	 

	 	Complete only when Prior Year testing method election is made and the Employer is not using
the “deemed 3%” rule.






	 	 	 	 	 

	o

	 	1. 
	 	If this is not a successor Plan, then for the first Plan Year this Plan permits
any Participant to make Elective Deferrals, the ADP used in the ADP Test for
Participants who are Non-Highly Compensated Employees shall be such first Plan Year’s
ADP.
	 
	 	 	 	 
	o

	 	2. 
	 	If this is not a successor Plan, then for the first Plan Year this Plan permits
(a) any Participant to make Employee contributions, (b) provides for Matching
Contributions or (c) both, the ACP used in the ACP Test for Participants who are
Non-Highly Compensated Employees shall be such first Plan Year’s ACP.






	 	 	 	 	 

	o

	 	C.
	 	Recharacterization:
	 
	 	 	 	 
	 

	 	 	 	Elective Deferrals may be recharacterized as Voluntary After-tax Contributions to the extent
so provided by this Plan, to satisfy the ADP Test. The Employer must have elected to permit
Voluntary After-tax Contributions in the Plan for this election to be operable.
	 
	 	 	 	 
	o

	 	D.
	 	Forfeitures of Vested Excess Aggregate Contributions Resulting from ADP Test Failure:
	 
	 	 	 	 
	 

	 	 	 	Forfeitures of Excess Aggregate Contributions resulting from failure of the ADP Test and the
inability to distribute corresponding Matching Contributions will be allocated to the
Matching Contribution accounts of Non-Highly Compensated Employees instead of being used to
reduce Employer Contributions for the Plan Year in which the failure occurred.






	 	 	 

	XI.

	 	VESTING
	 
	 	 
	 

	 	Participants shall always have a fully vested and nonforfeitable interest in their Employee
contributions (including Elective Deferrals, Catch-Up Contributions, Roth Elective Deferrals,
Required After-tax Contributions, and Voluntary After-tax Contributions), Qualified Matching
Contributions (“QMACs”), Qualified Non-Elective Contributions (“QNECs”) or Safe Harbor
Contributions, and their investment earnings.
	 
	 	 
	 

	 	Each Participant shall acquire a vested and nonforfeitable percentage in his or her account balance
attributable to Employer contributions and their earnings under the schedule(s) selected below.






	 	 	 

	A.

	 	Vesting Computation Period:
	 
	 	 
	 

	 	A Year of Service for vesting will be determined on the basis of the (choose one):






	 	 	 	 	 

	o

	 	1. 
	 	Not applicable. All contributions are fully vested.
	 
	 	 	 	 
	o

	 	2. 
	 	Elapsed Time method.
	 
	 	 	 	 
	þ

	 	3. 
	 	Hours of Service method. A Year of Service will be credited upon completion of
1,000 Hours of Service. A Year of Service for vesting purposes will not be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of law.
[If left blank, the Plan will use 1,000 hours.]
	 
	 	 	 	 
	 

	 	 	 	The computation period for purposes of determining Years of Service and Breaks in
Service for purposes of computing a Participant’s nonforfeitable right to his or her
account balance derived from Employer contributions:






	 	 	 	 	 

	o

	 	a.
	 	shall commence on the date on which an Employee first performs
an Hour of Service for the Employer and each subsequent twelve (12) consecutive
month period shall commence on the anniversary thereof.
	 
	 	 	 	 
	þ

	 	b.
	 	shall commence on the first day of the Plan Year during which
an Employee first performs an Hour of Service for the Employer and each
subsequent twelve (12) consecutive month period shall commence on the
anniversary thereof.






29









 







	 	 	 	 	 

	 

	 	 
	 	A Participant shall receive credit for a Year of Service if he or she completes the
number of hours specified above at any time during the twelve (12) consecutive month
computation period. A Year of Service may be earned prior to the end of the twelve
(12) consecutive month computation period and the Participant need not be employed
at the end of the twelve (12) consecutive month computation period to receive credit
for a Year of Service.






	 	 	 

	B.

	 	Vesting Schedules:
	 
	 	 
	 

	 	The Employer must select either the two-twenty vesting schedule option [(B)(4)] or the
three-year cliff vesting schedule [(B)(3)] to apply in any Plan Year in which the Plan is
Top-Heavy. The percentages selected for option (B)(5) may not be less for any year than
the percentages shown at option (B)(4). Any switch to a Top-Heavy schedule will remain in
effect even if the Plan later falls out of Top-Heavy status unless the Employer executes an
amendment to this Adoption Agreement. If a Participant has at least three (3) Years of
Service for vesting purposes at the time of the amendment, the Plan must provide that
Participant the option of remaining on the vesting schedule in effect prior to such
amendment.
	 
	 	 
	 

	 	Select the appropriate schedule for each contribution type and complete the blank vesting
percentages from the list below and insert the option number in the vesting schedule chart
below. Employer Contributions that are not Safe Harbor Contributions may only choose option
(3) or (4) or a schedule where amounts vest faster than at option (4).






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Years of Service	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 
	1.	 	Full and immediate Vesting
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.
	 	 	0	%	 	 	100	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.
	 	 	 	%	 	 	 	%	 	 	100	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.
	 	 	 	%	 	 	20	%	 	 	40	%	 	 	60	%	 	 	80	%	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.
	 	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	Vesting Schedule Chart	 	Employer Contribution Type
	 

	 	All Employer Contributions
	 


	 	Matching Contribution (Formula 1) 
	 


	 	Matching Contribution (Formula 2) 
	 


	 	Match on Voluntary After-tax Contribution 
	 


	 	Match on Required After-tax Contribution 
	 


	 	Match on 403(b) Deferrals 
	2
 

	 	QACA Safe Harbor Enhanced Matching Contribution 
	 


	 	Non-Elective Contribution (Formula 1) 
	 


	 	Non-Elective Contribution (Formula 2) 
	2 


	 	Top-Heavy Minimum Contribution 






	 	 	 

	 

	 	If a different Vesting Schedule than that entered above applies to Employer Contributions
made prior to the first day of the Plan’s 2007 Plan Year, it should be entered in Schedule B
of this Adoption Agreement.






	 	 	 	 	 

	C.	 	Service Disregarded for Vesting:
	 
	 	 	 	 
	þ

	 	1. 
	 	Not applicable. All Service is recognized.
	 
	 	 	 	 
	o

	 	2. 
	 	Service prior to the Effective Date of this Plan or a predecessor plan is
disregarded when computing a Participant’s vested and nonforfeitable interest.
	 
	 	 	 	 
	o

	 	3. 
	 	Service prior to a Participant having attained age eighteen (18) is disregarded
when computing a Participant’s vested and nonforfeitable interest.






30









 







	 	 	 	 	 

	o

	 	D.
	 	Full Vesting of Employer Contributions for Current Participants:
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the elections above, all Employer contributions made to a Participant’s
account shall be 100% fully vested if the Participant is employed on the Effective Date of
the Plan (or such other date as entered herein):                     . The operation of this
provision may not result in the discrimination in favor of Highly Compensated Employees.






	 	 	 

	XII.

	 	SERVICE WITH PREDECESSOR ORGANIZATION
	 
	 	 
	 

	 	This option only applies in the situation where the Employer does not or did not maintain the plan
of a Predecessor Organization.






	 	 	 	 	 

	þ

	 	A.
	 	Not applicable. The Employer does not maintain the plan of a Predecessor Organization.
	 
	 	 	 	 
	o

	 	B.
	 	The Plan will recognize Service with all Predecessor Organizations.
	 
	 	 	 	 
	o

	 	C.
	 	Service with the following organization(s) will be recognized for the Plan purpose indicated:






	 	 	 	 	 	 	 
	 	 	 	 	Allocation	 	 
	 	 	Eligibility	 	Accrual	 	Vesting
	                    
	 	o	 	o	 	o
	 
	 	 	 	 	 	 
	                    
	 	o	 	o	 	o
	Attach additional pages as necessary.
	 	 	 	 	 	 






	 	 	 	 	 

	o

	 	D.
	 	The Plan shall recognize                      Years of Service with the Employer(s) named in Section
XII(C) above.






	 	 	 

	XIII.

	 	IN-SERVICE WITHDRAWALS
	 
	 	 
	 

	 	Distribution restrictions apply in the case of Elective Deferrals (including Roth Elective
Deferrals, if applicable), Safe Harbor Contributions, Qualified Matching Contributions and
Qualified Non-Elective Contributions, including the withdrawal restrictions prior to attainment of
age 591/2.
	 
	 	 
	 

	 	If the Participant could withdraw his or her account in the past, this right may not be taken away.






	 	 	 	 	 

	A.	 	In-Service Withdrawals:
	 
	 	 	 	 
	o

	 	1. 
	 	In-service withdrawals are not permitted in the Plan.
	 
	 	 	 	 
	þ

	 	2. 
	 	In-service withdrawals are permitted in the Plan. Participants may withdraw
the following contribution types after meeting the following requirements (select one
or more of the following options):






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Withdrawal Restrictions
	Contribution Types	 	A	 	B	 	C	 	D	 	E	 	F	 	G	 	H	 	I
	a.	 	All Contributions
	 	n/a	 	n/a	 	n/a	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	b.	 	Elective Deferrals
	 	o	 	n/a	 	n/a	 	o	 	þ	 	n/a	 	n/a	 	n/a	 	o
	 
	c.	 	Roth Elective Deferrals
	 	o	 	n/a	 	n/a	 	o	 	o	 	n/a	 	n/a	 	n/a	 	o
	 
	d.	 	Voluntary After-tax Contributions
	 	o	 	þ	 	o	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	e.	 	Required After-tax Contributions
	 	o	 	o	 	o	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	f.	 	Rollover Contributions
	 	o	 	þ	 	o	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	g.	 	Vested Matching (Formula 1)
	 	o	 	n/a	 	o	 	o	 	o	 	o	 	o	 	o	 	n/a
	 
	h.	 	Vested Matching (Formula 2)
	 	o	 	n/a	 	o	 	o	 	o	 	o	 	o	 	o	 	n/a
	 
	i.	 	Vested Non-Elective (Formula 1)
	 	o	 	n/a	 	o	 	o	 	o	 	o	 	o	 	o	 	n/a






31









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Withdrawal Restrictions
	Contribution Types	 	A	 	B	 	C	 	D	 	E	 	F	 	G	 	H	 	I
	j.	 	Vested Non-Elective (Formula 2)
	 	o	 	n/a	 	o	 	o	 	o	 	o	 	o	 	o	 	n/a
	 
	k.	 	Safe Harbor Matching
	 	o	 	n/a	 	n/a	 	o	 	þ	 	n/a	 	n/a	 	n/a	 	n/a
	 
	l.	 	Safe Harbor Non-Elective
	 	o	 	n/a	 	n/a	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	m.	 	Qualified Non-Elective
	 	o	 	n/a	 	n/a	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a
	 
	n.	 	Qualified Matching
	 	o	 	n/a	 	n/a	 	o	 	o	 	n/a	 	n/a	 	n/a	 	n/a






	 	 	 

	Withdrawal Restriction Key
	 
	 	 
	A.

	 	Not available for in-service withdrawals.
	 
	 	 
	B.

	 	Available for in-service withdrawals without restrictions.
	 
	 	 
	C.

	 	Participants having completed five (5) years of Plan
participation may elect to withdraw all or any part of their Vested Account
Balance.
	 
	 	 
	D.

	 	Participants may withdraw all or any part of their Account
Balance after having attained the Plan’s Normal Retirement Age (Normal
Retirement Age cannot be less than age 591/2 for in-service withdrawal of
Elective Deferrals, Roth Elective Deferrals, Safe Harbor Contributions, QMACs
or QNECs).
	 
	 	 
	E.

	 	Participants may withdraw all or any part of their Vested
Account Balance after having attained age 591/2
(not less than age 591/2).
	 
	 	 
	F.

	 	Participants may elect to withdraw all or any part of their
Vested Account Balance which has been credited to their account for a period in
excess of two (2) years.
	 
	 	 
	G.

	 	Available for withdrawal only if the Participant is 100% vested
(an election at (C), (D), (E), or (F) must also be made).
	 
	 	 
	H.

	 	All requirements selected in (C) through (G) above must be
satisfied prior to a distribution being made from the Plan.
	 
	 	 
	I.

	 	Available for withdrawal if a “qualified reservist
distribution”, as defined in Code Section 72(t)(2)(G)(iii).






	 	 	 	 	 

	o

	 	3. 
	 	In-service withdrawals may be made to Participants who have attained age 701/2.






	 	 	 

	B.

	 	Hardship Withdrawals:
	 
	 	 
	 

	 	Prior to age 591/2, a Participant may withdraw balances attributable to Elective Deferrals
(including Roth Elective Deferrals, if applicable) for reason of Hardship only. Safe Harbor
Contributions, Qualified Matching Contributions, and Qualified Non-Elective Contributions
are not available for Hardship distributions.






	 	 	 	 	 

	o

	 	1. 
	 	Hardship withdrawals are not permitted in the Plan.
	 
	 	 	 	 
	þ

	 	2. 
	 	Hardship withdrawals are permitted in the Plan and will be taken from the
Participant’s account as follows (select one or more of these options):






	 	 	 	 	 

	o

	 	a.
	 	Participants may withdraw Elective Deferrals.
	 
	 	 	 	 
	þ

	 	b.
	 	Participants may withdraw Elective Deferrals and any earnings
credited as of December 31, 1988 (or if later, the end of the last Plan Year
ending before July 1, 1989).
	 
	 	 	 	 
	o

	 	c.
	 	Participants may withdraw Roth Elective Deferrals.
	 
	 	 	 	 
	o

	 	d.
	 	Participants may withdraw Rollover Contributions plus their
earnings.
	 
	 	 	 	 
	o

	 	e.
	 	Participants may withdraw vested Non-Elective Contributions
(Formula 1) plus their earnings.
	 
	 	 	 	 
	o

	 	f.
	 	Participants may withdraw vested Non-Elective Contributions
(Formula 2) plus their earnings.






32









 






	 	 	 	 	 

	o

	 	g.
	 	Participants may withdraw fully vested Non-Elective
Contributions (Formula 1) plus their earnings.
	 
	 	 	 	 
	o

	 	h.
	 	Participants may withdraw fully vested Non-Elective
Contributions (Formula 2) plus their earnings.
	 
	 	 	 	 
	o

	 	i.
	 	Participants may withdraw vested Employer Matching
Contributions (Formula 1) plus their earnings.
	 
	 	 	 	 
	o

	 	j.
	 	Participants may withdraw vested Employer Matching
Contributions (Formula 2) plus their earnings.
	 
	 	 	 	 
	o

	 	k.
	 	Participants may withdraw Qualified Matching Contributions and
Qualified Non-Elective Contributions plus their earnings, and the earnings on
Elective Deferrals which have been credited to the Participant’s account as of
December 31, 1988 (or if later, the end of the last Plan Year ending before
July 1, 1989).






	 	 	 	 	 

	XIV.	 	LOAN PROVISIONS
	 
	 	 	 	 
	o

	 	A.
	 	Participant loans are not available from the Plan.
	 
	 	 	 	 
	þ

	 	B.
	 	Participant loans are permitted in accordance with the Employer’s established loan
procedures.
	 
	 	 	 	 
	þ

	 	C.
	 	Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in
compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.
	 
	 	 	 	 
	XV.	 	INVESTMENT MANAGEMENT






	 	 	 	 	 

	A.	 	Investment Management Responsibility:
	 
	 	 	 	 
	o

	 	1. 
	 	The Employer shall appoint a discretionary Trustee to manage the assets of the
Plan.
	 
	 	 	 	 
	o

	 	2. 
	 	The Employer shall retain investment management responsibility and/or
authority. Unless otherwise appointed, the Trustee shall act in a nondiscretionary
capacity.
	 
	 	 	 	 
	þ

	 	3. 
	 	The party designated below shall be responsible for the investment of the
Participant’s account. By selecting a box, the Employer is making a designation as to
who will have authority to issue investment directives with respect to the specified
contribution type (check all applicable boxes):






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Trustee	 	Employer	 	Participant
	a.	 	All Contributions
	 	n/a	 	n/a	 	þ
	 	 	 
	 	 	 	 	 	 
	b.	 	Elective Deferrals/Roth Elective Deferrals
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	c.	 	Voluntary After-tax Contributions
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	d.	 	Required After-tax Contributions
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	e.	 	Safe Harbor Contributions
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	f.	 	Matching Contributions (Formula 1)
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	g.	 	Matching Contributions (Formula 2)
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	h.	 	QMACs
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	i.	 	QNECs
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	j.	 	Non-Elective Contributions (Formula 1)
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	k.	 	Non-Elective Contributions (Formula 2)
	 	o	 	o	 	o
	 	 	 
	 	 	 	 	 	 
	l.	 	Rollover Contributions
	 	o	 	o	 	o






33









 






	 

	To the extent that Participant self-direction was previously permitted, the Employer
shall have the right to either make the assets part of the general fund, or leave
them as self-directed subject to the provisions of the Basic Plan Document.







	 	 	 	 	 

	B.	 	Limitations on Participant Directed Investments:
	 
	 	 	 	 
	þ

	 	 1. 
	 	Participants are permitted to invest among only those investment alternatives
made available by the Employer under the Plan.
	 
	 	 	 	 
	o

	 	2. 
	 	Participants are permitted to invest in any investment alternative permitted
under the Basic Plan Document.






	 	 	 	 	 

	o

	 	C.
	 	Insurance:
	 
	 	 	 	 
	 

	 	 	 	The Plan permits life insurance as an investment alternative.






	 	 	 	 	 

	XVI.	 	DISTRIBUTION OPTIONS
	 
	 	 	 	 
	 

	 	A.
	 	Timing of Distributions [both (1) and (2) must be completed]:






	 	 	 

	1. 

	 	Distributions payable as a result of termination for reasons other than death,
Disability or retirement shall be paid c [select from the list at (A)(3)
below].
	 
	 	 
	2. 

	 	Distributions payable as a result of termination for death, Disability or
retirement shall be paid c [select from the list at (A)(3) below].
	 
	 	 
	3. 

	 	Distribution Options:






	 	 	 

	a.

	 	As soon as administratively feasible on or after the Valuation
Date following the date on which a distribution is requested or is otherwise
payable.
	 
	 	 
	b.

	 	As soon as administratively feasible following the close of the
Plan Year during which a distribution is requested or is otherwise payable.
	 
	 	 
	c.

	 	As soon as administratively feasible following the date on
which a distribution is requested or is otherwise payable. (This option is
recommended for daily valuation plans.)
	 
	 	 
	d.

	 	As soon as administratively feasible after the close of the
Plan Year during which the Participant incurs                      [cannot be more
than five (5)] consecutive one (1) year Breaks in Service.
	 
	 	 
	e.

	 	Only after the Participant has attained the Plan’s Normal
Retirement Age or Early Retirement Age, if applicable.






	 	 	 

	B.

	 	Required Beginning Date:
	 
	 	 
	 

	 	The Required Beginning Date of a Participant with respect to the Plan is (select one from
below):






	 	 	 	 	 

	o

	 	1. 
	 	The April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2.
	 
	 	 	 	 
	o

	 	2. 
	 	The April 1 of the calendar year following the calendar year in which the
Participant attains age 701/2 except that distributions to a Participant (other than a 5%
owner) with respect to benefits accrued after the later of the adoption of this Plan or
Effective Date of the amendment of this Plan must commence no later than the April 1 of
the calendar year following the later of the calendar year in which the Participant
attains age 701/2 or the calendar year in which the Participant retires.
	 
	 	 	 	 
	þ

	 	3. 
	 	The later of the April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2 or retires except that distributions to a 5%
owner must commence by the April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2.






34









 






	 	 	 

	 

	 	Option (3) may only be elected if (i) it corresponds to an amendment previously made to the
Plan pursuant to Regulation Section 1.411(d)-4, Q&A-10(b), or (ii) it does not eliminate an
age 701/2 distribution option as described in the preceding Regulation because either (A) the
Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan already offers a
pre-retirement distribution at least as generous as Section XIII(A)(3).
	 
	 	 
	C.

	 	Minimum Distribution Requirements:






	 	 	 	 	 

	þ

	 	1. 
	 	Election to Apply Five (5) Year Rule to Distributions to Designated
Beneficiaries: If the Participant dies before distributions begin and there is a
Designated Beneficiary, distribution to the Designated Beneficiary is not required to
begin by the date specified in the Basic Plan Document but the Participant’s entire
interest will be distributed to the Designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.
	 
	 	 	 	 
	þ

	 	2. 
	 	Election to Allow Participants or Beneficiaries to Elect Five (5) Year Rule: Participants or Beneficiaries may elect on an individual basis whether the five (5)
year rule or the life expectancy rule described in the Basic Plan Document applies to
distributions after the death of a Participant who has a Designated Beneficiary. The
election must be made no later than the earlier of September 30 of the calendar year in
which distribution would be required to begin under the Plan, or by September 30 of the
calendar year which contains the fifth anniversary of the Participant’s (or, if
applicable, surviving Spouse’s) death. If neither the Participant nor Beneficiary
makes an election under this paragraph, distributions will be made in accordance with
Article VII of the Basic Plan Document and, if applicable, the elections in Section
XVI(C)(1) above.






	 	 	 

	D.

	 	Forms of Payment (select all that apply):
	 
	 	 
	 

	 	The normal form of payment is determined at Section III(J) of this Adoption Agreement. If
option (1) or no selection is made in Section III(J), then options (4), (5) and (6) in this
section cannot be selected.






	 	 	 	 	 

	þ

	 	1. 
	 	Lump sum.
	 
	 	 	 	 
	þ

	 	2. 
	 	Installment payments.
	 
	 	 	 	 
	o

	 	3. 
	 	Partial payments; the minimum amount will be $                    .
	 
	 	 	 	 
	o

	 	4. 
	 	Life annuity.
	 
	 	 	 	 
	o

	 	5. 
	 	Term certain annuity with payments guaranteed for                      years [not to
exceed twenty (20)].
	 
	 	 	 	 
	o

	 	6. 
	 	Joint and o 50%, o
66-2/3%, o 75% or  o 100% survivor annuity. [NOTE: If the
Qualified Joint and Survivor Annuity selected in III.J.3. of the Adoption Agreement is
50% or 66 2/3%, then the 75% survivor annuity box must be one of the boxes checked in
this item D.6. If the Qualified Joint and Survivor Annuity selected in III.J.3. of the
Adoption Agreement is 75% or 100%, then the 50% survivor annuity box must be one of the
boxes checked in this item D.6.]






	 	 	 	 	 

	E.	 	Type of Payment (select all that apply):
	 
	 	 	 	 
	þ

	 	1. 
	 	Cash.
	 
	 	 	 	 
	o

	 	2. 
	 	Employer securities.
	 
	 	 	 	 
	o

	 	3. 
	 	Other marketable securities.
	 
	 	 	 	 
	o

	 	4. 
	 	Other:                     (fill in the blank with the type of other in-kind
distributions allowed under the Plan).
	 
	 	 	 	 
	F.	 	Application of Involuntary Cash-out Provisions:
	 
	 	 	 	 
	o

	 	1. 
	 	The Plan shall not make involuntary cash-outs to any terminated vested
Participant. Distributions will only be made with the consent of the Participant.
	 
	 	 	 	 
	þ

	 	2. 
	 	The Plan shall make involuntary cash-outs to a terminated vested Participant as
follows:






	 	 	 	 	 

	o

	 	a.
	 	The Plan shall make involuntary cash-out distributions of
Vested Account Balances of less than $200. Distribution of amounts $200 or
greater shall only be made with the consent of the Participant.






35









 






	 	 	 	 	 

	þ

	 	b.
	 	The Plan shall make involuntary cash-out distributions of
Vested Account Balances of $1,000 or less. Distribution of amounts greater
than $1,000 shall only be made with the consent of the Participant.






	 	 	 	 	 

	3. 	 	When determining the value of the Participant’s nonforfeitable account balance
for purposes of the Plan’s involuntary cash-out rules, the Plan elects to:
	 
	 	 	 	 
	o

	 	a.
	 	exclude Rollover Contributions.
	 
	 	 	 	 
	þ

	 	b.
	 	include Rollover Contributions.
	 
	 	 	 	 
	 	 	If no selection is made, the Plan will exclude Rollover Contributions when
determining the value of the Participant’s nonforfeitable account balance for
involuntary cash-out purposes. Rollover Contributions, if any, will always be
included when determining whether the $1,000 threshold has been exceeded.






	 	 	 

	G.

	 	Automatic Rollovers:
	 
	 	 
	 

	 	Do not complete if a selection has been made at Section XVI(F)(1) or (2) above.






	 	 	 	 	 

	o

	 	1. 
	 	The Plan shall make automatic rollovers of Vested Account Balances that are
greater than $1,000 but are not more than $5,000 in accordance with the provisions of
Article VI of the Basic Plan Document.
	o

	 	2. 
	 	The Plan shall make automatic rollovers of Vested Account Balances that are not
more than $5,000 in accordance with the provisions of Article VI of the Basic Plan
Document.






	 	 	 

	H.

	 	Distribution Upon Severance from Employment:






	 	 	 	 	 

	þ

	 	1. 
	 	Not applicable.
	 
	 	 	 	 
	o

	 	2. 
	 	Distribution upon severance from employment as described in the Basic Plan
Document shall apply for distributions after
                     (no earlier than December 31,
2001) regardless of when the severance from employment occurred.
	 
	 	 	 	 
	o

	 	3. 
	 	Distribution upon severance from employment as described in the Basic Plan
Document shall apply for distributions after
                     (no earlier than December 31,
2001) for severance from employment occurring after              (enter the Effective
Date if different than the Effective Date above).






	 	 	 

	I.

	 	Direct Rollovers:
	 
	 	 
	 

	 	For purposes of the direct rollover provisions of the Plan, the following will also be
treated as Eligible Rollover Distributions in 2009 (check one or none):






	 	 	 	 	 

	þ

	 	1. 
	 	2009 RMDs and Extended 2009 RMDs (both as defined in the Plan).
	 
	o

	 	2. 
	 	2009 RMDs (as defined in the Plan) but only if paid with an additional amount
that is an Eligible Rollover Distribution without regard to Code Section 401(a)(9)(H).







36











 






	XVII.	 	SIGNATURES
	 
	 	 	Completion of this Adoption Agreement requires consideration of complex tax and legal issues. The
Employer should consult with or should obtain the advice of its legal counsel and/or tax advisor
before executing this Adoption Agreement. By executing this Adoption Agreement, the Employer
acknowledges that it is a legal document with significant tax and legal ramifications. The
Employer understands that its failure to properly complete or amend this Adoption Agreement may
result in failure of the Plan to qualify or in disqualification of the Plan.





	 	 	 	 	 	 	 	 	 

	 	 	A.	 	Employer: Sterling Chemicals, Inc.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	This Adoption Agreement and the corresponding provisions of the Basic Plan Document are
adopted by the Employer
this                    
day of
                                        
,
                    .
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Executed on behalf of the Employer by:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 

	 

	 	B.
	 	Trust Agreement:	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Plan assets will be invested in group annuity contracts. There is no Trustee and the terms
of the contract(s) will apply.	 	 
	 
	 	 	 	 	 	 
	 

	 	o	 	Plan assets are held in a tax qualified Trust. The Trust provisions used will be as
contained in the Basic Plan Document.	 	 
	 
	 	 	 	 	 	 
	 

	 	þ
	 	Plan assets are held in a tax qualified Trust. The Trust provisions used will be as
contained in the accompanying executed Trust Agreement between the Employer and the Trustee
attached hereto.	 	 
	 
	 	 	 	 	 	 
	 

	 	C.
	 	Trustee:	 	 
	 
	 	 	 	 	 	 
	 

	 	þ
	 	The Trustee appointed shall act in the capacity of a non-discretionary directed Trustee.	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	The Trustee appointed shall act in the capacity of a discretionary Trustee.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name and address of Trustee:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Not applicable.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	The Employer’s Plan as
contained herein is accepted by the Trustee this                     day of
                                        
,                     .	 	 






	 	 	 	 	 	 	 

	 

	 	Accepted on behalf of the Trustee by:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Accepted on behalf of the Trustee by:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 






37









 






SCHEDULE A




PROTECTED BENEFITS


This Schedule describes Code Section 411(d)(6) protected benefits included in the adopting
Employer’s prior plan document that are not available in this Plan. Complete as applicable.



1. Plan Provision: In-service withdrawals of prior non-safe harbor matching contributions are
allowed at age 59 1/2 and under the age of 59 1/2 if the Matching Contributions
have been in the Plan
for 24 months.



Effective Date: January 1, 2009



2. Plan Provision: Employer contributions made prior to January 1, 2009, will be subject to a
vesting schedule equal to 1 Year of Service — 20% ; 2 Years of Service- 100%.



Effective Date: January 1, 2009



3. Plan Provision:                     



Effective Date:                     



4. Plan Provision:                     



Effective Date:                     



5. Plan Provision:                     



Effective Date:                     






38









 








SCHEDULE B




PRIOR PLAN PROVISIONS


This Schedule should be used by the adopting Employer if a prior plan contains provisions not found
in this Plan, or where the Employer wishes to document transactions or historical provisions of the
Employer’s Plan.



1. Plan Provision:                     



Effective Date:                     



2. Plan Provision:                     



Effective Date:                     



3. Plan Provision:                     



Effective Date:                     



4. Plan Provision:                     



Effective Date:                     



5. Plan Provision:                     



Effective Date:                     





39












 





SCHEDULE C




SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION


The following elections are made with regard to the Plan’s Safe Harbor status pursuant to Section
VI herein. For Plan Years indicated below, the Plan hereby invokes a Safe Harbor status in
accordance with Code Sections 401(k)(12) and 401(m)(11).



For all Plan Years in which this Safe Harbor election is being made, the limitations and
restrictions found in Section VI herein apply.



1. For the Plan Year beginning       and ending      , the Employer hereby invokes
a Safe Harbor status as provided in Code Sections 401(k)(12) and 401(m)(11). The Safe Harbor
Contribution will be an amount equal to      % (not less than 3%) of Compensation. This
election is made on this       day of      ,       (date may not be later
than 30 days prior to the end of the Plan Year in which such election is being made).



2. For the Plan Year beginning       and ending      , the Employer hereby invokes
a Safe Harbor status as provided in Code Sections 401(k)(12) and 401(m)(11). The Safe Harbor
Contribution will be an amount equal to      % (not less than 3%) of Compensation. This
election is made on this       day of      ,       (date may not be later
than 30 days prior to the end of the Plan Year in which such election is being made).



3. For the Plan Year beginning       and ending      , the Employer hereby invokes
a Safe Harbor status as provided in Code Sections 401(k)(12) and 401(m)(11). The Safe Harbor
Contribution will be an amount equal to      % (not less than 3%) of Compensation. This
election is made on this       day of      ,       (date may not be later
than 30 days prior to the end of the Plan Year in which such election is being made).



4. For the Plan Year beginning       and ending      , the Employer hereby invokes
a Safe Harbor status as provided in Code Sections 401(k)(12) and 401(m)(11). The Safe Harbor
Contribution will be an amount equal to      % (not less than 3%) of Compensation. This
election is made on this       day of      ,       (date may not be later
than 30 days prior to the end of the Plan Year in which such election is being made).



5. For the Plan Year beginning       and ending      , the Employer hereby invokes
a Safe Harbor status as provided in Code Sections 401(k)(12) and 401(m)(11). The Safe Harbor
Contribution will be an amount equal to      % (not less than 3%) of Compensation. This
election is made on this       day of      ,       (date may not be later
than 30 days prior to the end of the Plan Year in which such election is being made).






40









 








SCHEDULE D

MISCELLANEOUS ADMINISTRATIVE ELECTIONS



The following elections are made with regard to the administration of the Plan:



þ 1. ERISA Section 404(c): The Employer intends to be covered by the fiduciary liability
provisions with respect to Participant-directed investments under ERISA Section 404(c). Under the
terms of this Plan, Participants (or their Beneficiaries) have a reasonable opportunity to give
instructions to the Plan Administrator in accordance with the policy set by the Plan Administrator
(whether written, oral, or in electronic form) regarding the choice of investment of their account
balance. The Plan Administrator is obligated to comply with the Participant’s or Beneficiary’s
investment instructions unless complying with such instructions would result in a prohibited
transaction under the Code, ERISA or the Department of Labor, violate the Plan document, or
jeopardize the Plan’s tax-qualified status.



o 2. Hardship Withdrawals on Behalf of Primary Beneficiaries: Hardship withdrawals shall NOT be
allowed to be taken on behalf of the primary beneficiary as permitted by Section 826 of the Pension
Protection Act of 2006. (If this option is NOT chosen such withdrawal shall be allowed as
permitted under the terms of the Basic Plan Document).








41









 








SCHEDULE E




BASIC PLAN DOCUMENT MODIFICATIONS


This Schedule should be used to identify provisions in the Basic Plan Document that have been
modified to accommodate unique provisions of the Plan.




	 	 	 	 	 	 	 	 	 

	1.

	 	Article:
	 	  , Section:
	 	  , Provision:	 	 
	 
	 	 	 	 	 	 	 	 
	Example:
Article I, Section 1.29, Provision: Early Retirement Age
	 
	 	 	 	 	 	 	 	 
	2.

	 	Article:
	 	  , Section:
	 	  , Provision:
	 	  
	 
	 	 	 	 	 	 	 	 
	3.

	 	Article:
	 	  , Section:
	 	  , Provision:	 	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	Article:
	 	  , Section:
	 	  , Provision:
	 	  
	 
	 	 	 	 	 	 	 	 
	5.

	 	Article:
	 	  , Section:
	 	  , Provision:	 	 







42