Exhibit 10.12


 





 


 


SCUDDER
TRUST COMPANY


PROTOTYPE
DEFINED CONTRIBUTION PLAN


 


FULL-FLEX PROFIT SHARING PLAN (With 401(k) Option)


Non-Standardized (003)


 


ADOPTION
AGREEMENT


 


 


Amended
for the Uruguay Round Agreements Act (“GATT”), the Uniform Services Employment
and Reemployment Rights Act (“USERRA”), the Small Business Job Protection Act
of 1996 (“SBJPA”), the Taxpayer Relief Act of 1997 (“TRA '97”), the Internal
Revenue Service Restructuring and Reform Act of 1998 and the Community Renewal
Tax Relief Act of 2000 (collectively referred to as “GUST”).


 


 


	
   

  	
   

  	
  National Office Letter

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
  Serial Number:

  



 





















 


SCUDDER TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


TABLE OF CONTENTS


 


	
  A.

  	
  Preamble

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Lead and
  Participating Employer Information

  	
   

  
	
   

  	
  Lead Employer: [Plan Sec. 2.40]

  	
   

  
	
   

  	
  Participating
  Employers: [Plan Secs. 2.50 and 15.1]

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Plan
  Information

  	
   

  
	
   

  	
  Plan: [Plan Sec. 1.1]

  	
   

  
	
   

  	
  Plan Year: [Plan Sec. 2.58]

  	
   

  
	
   

  	
  Plan
  Administrator: [Plan Secs. 2.54 and 14.1]

  	
   

  
	
   

  	
  Funding
  Vehicle: [Plan Secs. 1.3 and 2.32]

  	
   

  
	
   

  	
  Controlling Law
  State: [Plan Sec. 1.4]

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Eligibility and
  Service Requirements

  	
   

  
	
   

  	
  Excluded
  Employment Categories: [Plan Sec. 2.14(a)]

  	
   

  
	
   

  	
  Age
  and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  
	
   

  	
  Entry: [Plan Secs.
  2.27 and 3.1(a)]

  	
   

  
	
   

  	
  Hours of Service:
  [Plan Sec. 2.64]

  	
   

  
	
   

  	
  Method
  to Determine Service for Eligibility Purposes: [Plan Sec. 2.64]

  	
   

  
	
   

  	
  Method
  to Determine Service for Vesting Purposes: [Plan Sec. 2.64]

  	
   

  
	
   

  	
  Break
  in Service Rules for Eligibility and Vesting: [Plan Secs. 2.8, 3.3 and
  10.2(m)]

  	
   

  
	
   

  	
  Predecessor Employer
  Credit: [Plan Secs. 2.59 and 2.64(c)]

  	
   

  
	
   

  	
  Waiver
  of Entry Requirements: [Plan Sec. 3.1(f)]

  	
   

  
	
   

  	
  Election
  Not to Participate: [Plan Sec. 3.5]

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Plan
  Compensation

  	
   

  
	
   

  	
  Plan Compensation:
  [Plan Sec. 2.56]

  	
   

  
	
   

  	
  Plan
  Compensation for the Plan Year: [Plan Sec. 2.57]

  	
   

  
	
   

  	
  Imputed Earnings While
  Disabled: [Plan Sec. 2.56(e)]

  	
   

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Employee Pre-Tax
  Component

  	
   

  
	
   

  	
  Employee
  Pre-Tax Contributions: [Plan Sec. 4.1]

  	
   

  
	
   

  	
  Age
  and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  
	
   

  	
  Entry: [Plan Secs.
  2.27 and 3.1(a)]

  	
   

  
	
   

  	
  Pay
  Reduction Contributions – Minimums/Maximums: [Plan Sec. 4.1(a)]

  	
   

  
	
   

  	
  Pay
  Reduction Agreements: [Plan Sec. 4.1(a)]

  	
   

  
	
   

  	
  Cash
  or Deferred Contributions: [Plan Sec. 4.1(c)]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Employer After-Tax
  Component

  	
   

  
	
   

  	
  Employer
  After-Tax Contributions: [Plan Sec. 4.2]

  	
   

  
	
   

  	
  Age
  and Service Requirements/Entry:
  [Plan Secs. 2.27 and 3.1(a)]

  	
   

  
	
   

  	
  Payroll
  Withholding Contributions: [Plan Sec. 4.2(a)]

  	
   

  
	
   

  	
  Direct
  Contributions: [Plan Sec. 4.2(c)]

  	
   

  
	
   

  	
  Required Contributions – Thrift
  Plan: [Plan Sec. 4.2(b)]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Employer Safe-Harbor
  Component

  	
   

  
	
   

  	
  Employer
  Safe-Harbor Contributions [Plan Secs. 5.1 and 6.1]

  	
   

  
	
   

  	
  Age
  and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  
	
   

  	
  Employer
  Safe-Harbor Contributions [Plan Sec. 5.1]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  I.

  	
  Employer Regular
  Matching Component

  	
   

  
	
   

  	
  Employer
  Regular Matching Contributions: [Plan Sec. 5.2]

  	
   

  
	
   

  	
  Excluded
  Employment Categories: [Plan Sec. 2.14(a)]

  	
   

  
	
   

  	
  Age
  and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  
	
   

  	
  Entry: [Plan Secs.
  2.27 and 3.1(a)]

  	
   

  
	
   

  	
  Requirements
  to Receive an Employer Regular Matching Contribution: [Plan Sec. 5.2(a) or
  (b)]

  	
   

  
	
   

  	
  Matching
  Formula: [Plan Sec. 5.2(a) or (b)]

  	
   

  
	
   

  	
  Minimums and
  Maximums: [Plan Sec. 5.2(d)]

  	
   

  
	
   

  	
  Vesting
  Schedule for Employer Regular Matching Component: [Plan Sec. 10.2(e)]

  	
   

  
	
   

  	
  Treatment
  of Forfeitures: [Plan Sec. 5.2(g)]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  J.

  	
  Employer
  Regular Profit Sharing Component

  	
   

  
	
   

  	
  Profit
  Sharing Contributions: [Plan Sec. 6.2]

  	
   

  
	
   

  	
  Excluded
  Employment Categories: [Plan Sec. 2.14(a)]

  	
   

  
	
   

  	
  Age
  and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  
	
   

  	
  Entry: [Plan Secs.
  2.27 and 3.1(a)]

  	
   

  
	
   

  	
  Requirements
  to Share in the Employer Regular Profit Sharing Contribution: [Plan Sec.
  6.2(a) or (b)]

  	
   

  
	
   

  	
  Contribution/Allocation
  Formula: [Plan Sec. 6.2(a) or (b)]

  	
   

  
	
   

  	
  Vesting Schedule for Employer
  Regular Profit Sharing Component: [Plan Sec. 10.2(e)]

  	
   

  
	
   

  	
  Treatment
  of Forfeitures: [Plan Sec. 6.2(d)]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  K.

  	
  Employer
  Qualified Matching and Profit Sharing Component

  	
   

  
	
   

  	
  Employer
  Qualified Contributions: [Plan Secs. 5.3 and 6.3]

  	
   

  
	
   

  	
  Employer
  Qualified Matching Contributions (QMACs): [Plan Sec. 5.3]

  	
   

  
	
   

  	
  Employer
  Qualified Profit Sharing Contributions (QNECs): [Plan Sec. 6.3]

  	
   

  
	
   

  	
  In-Service
  Withdrawals: [Plan Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  L.

  	
  Employee Rollover
  Component

  	
   

  
	
   

  	
  Employee
  Rollover Contributions: [Plan Sec. 4.5]

  	
   

  
	
   

  	
  In-Service Withdrawals: [Plan
  Sec. 11.2]

  	
   

  
	
   

  	
   

  	
   

  
	
  M.

  	
  Retirement,
  Disability and Hardship

  	
   

  
	
   

  	
  Retirement
  Age: [Plan Secs. 2.19 and 2.47]

  	
   

  
	
   

  	
  Disability: [Plan Sec.
  2.18]

  	
   

  
	
   

  	
  Hardship: [Plan Sec. 2.33]

  	
   

  
	
   

  	
   

  	
   

  
	
  N.

  	
  Special Vesting Rules

  	
   

  
	
   

  	
  Vesting Schedule: [Plan
  Sec. 10.2(e)]

  	
   

  
	
   

  	
  Service Disregarded
  for Vesting: [Plan Sec. 10.2(f)]

  	
   

  
	
   

  	
  Special
  Vesting Events: [Plan Sec. 10.2(b)]

  	
   

  
	
   

  	
  Forfeitures: [Plan
  Sec. 10.2(g)]

  	
   

  
	
   

  	
  Vesting
  Formula for Partially Vested: [Plan Sec. 10.2(c) and (g)]

  	
   

  
	
   

  	
  Reinstatement
  upon Return to Service: [Plan Sec. 10.2(h)]

  	
   

  
	
   

  	
  Special
  Vesting Rules for Life Insurance: [Plan Sec. 10.3]

  	
   

  
	
   

  	
   

  	
   

  
	
  O.

  	
  Employer Securities

  	
   

  
	
   

  	
  Employer
  Securities: [Plan Sec. 14.15 and 14.16]

  	
   

  
	
   

  	
  Voting
  Provisions: [Plan Secs. 14.15(d) and 14.16]

  	
   

  
	
   

  	
  Tender
  Provisions: [Plan Secs. 14.15(e) and 14.16]

  	
   

  
	
   

  	
  In-Kind Distribution
  Option: [Plan Sec. 12.3(c)]

  	
   

  



 


i





















 


	
  P.

  	
  Payment of Benefits

  	
   

  
	
   

  	
  Balances Less Than
  Cash-Out Amount: [Plan Sec. 12.4]

  	
   

  
	
   

  	
  Balances
  More Than Cash-Out Amount: [Plan Sec. 12.3(a)]

  	
   

  
	
   

  	
  Payment
  Forms: [Plan Secs. 12.3(b) and 12.6]

  	
   

  
	
   

  	
  Payment Medium:
  [Plan Sec. 12.3(c)]

  	
   

  
	
   

  	
  Beneficiary:
  [Plan Secs. 13.1 and 13.3]

  	
   

  
	
   

  	
  Minimum Distributions: [Plan
  Secs. 2.62 and 12.7]

  	
   

  
	
   

  	
   

  	
   

  
	
  Q.

  	
  Top-Heavy Provisions

  	
   

  
	
   

  	
  Top-Heavy
  Eligible Participant: [Plan Sec. 17.4(k)]

  	
   

  
	
   

  	
  Top-Heavy
  Contribution Requirement: [Plan Sec. 17.1]

  	
   

  
	
   

  	
  Top-Heavy Vesting Schedule:
  [Plan Sec. 17.2]

  	
   

  
	
   

  	
  Coordination With Other
  Qualified Plans: [Plan Sec. 17.1]

  	
   

  
	
   

  	
   

  	
   

  
	
  R.

  	
  Code § 415
  Coordination

  	
   

  
	
   

  	
  415 Compensation:
  [Plan Sec. 18.4(b)]

  	
   

  
	
   

  	
  Limitation
  Year: [Plan Sec. 18.4(h)]

  	
   

  
	
   

  	
  Correction
  Method: [Plan Sec. 18.1(b)]

  	
   

  
	
   

  	
  Coordination
  With Other Plans: [Plan Sec. 18.2 and 18.3]

  	
   

  
	
   

  	
   

  	
   

  
	
  S.

  	
  Special Testing Rules

  	
   

  
	
   

  	
  Highly
  Compensated Employees: [Plan Sec. 2.35]

  	
   

  
	
   

  	
  ADP/ACP
  Testing Method: [Plan Sec. 19.2 and 19.3]

  	
   

  
	
   

  	
  Other
  Elections Regarding ADP/ACP Testing: [Plan Sec. 19.2, 19.3 and
  19.4]

  	
   

  
	
   

  	
  Gain or Loss on Excess
  Contributions: [Plan Sec. 19.1(d), 19.2(d) and 19.3(d)]

  	
   

  
	
   

  	
   

  	
   

  
	
  T.

  	
  Special Effective Date
  Rules

  	
   

  
	
   

  	
   

  	
   

  
	
  U.

  	
  Frozen Contributions
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  V.

  	
  Other
  Information for the Participating Employers

  	
   

  
	
   

  	
   

  	
   

  
	
  W.

  	
  Sponsor of the Prototype

  	
   

  
	
   

  	
   

  	
   

  
	
  X.

  	
  Reliance on IRS
  Opinion Letter

  	
   

  
	
   

  	
   

  	
   

  
	
  Y.

  	
  Lead Employer Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Z.

  	
  Trustee or Custodian
  Signature

  	
   

  



 


ii





















 


SCUDDER TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


FULL-FLEX PROFIT SHARING PLAN (With 401(k) Option)


Non-Standardized (003)


 


ADOPTION AGREEMENT


 


A.            Preamble


 


	
  A.1.

  	
  BY THIS AGREEMENT, the Lead Employer hereby ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  adopts a new profit sharing
  plan as of ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Original Effective Date:
         [month
  day, year].

  
	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
  ý

  	
  amends/restates its
  existing profit sharing plan effective as of ... [complete 1. and 2.]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Amendment Effective Date:

  	
  August 1, 2004  [month day, year].

  
	
   

  	
   

  	
  2.

  	
  Original Effective Date:

  	
  October 1, 1993 
  [month day, year]. [NOTE:
  Insert the original effective date of this Plan, whether as this prototype,
  another prototype, or in any other form. If two or more plans have been
  merged or consolidated, insert the original effective date of the plan shown
  as the surviving plan for government filing purposes (e.g., Form 5500).]

  



 


B.    Lead and Participating Employer Information


 


	
  Lead Employer:

  	
  B.1.

  	
  Lead Employer Name:  Clayton Williams Energy, Inc.

  
	
  [Plan Sec.
  2.40]

  	
   

  	
   

  
	
   

  	
  B.2.

  	
  Lead Employer EIN:  75-2396863.

  
	
   

  	
   

  	
   

  
	
  Participating Employers:

  [Plan Secs. 2.50 and 15.1]

  	
  B.3.

  	
  The Participating Employers
  are the ... [check each that applies]:
  [NOTE: If there are more than three Participating
  Employers, attach the Participating Employer Addendum.]

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  Lead Employer.

  
	
   

  	
  b.

  	
  ý

  	
  following Controlled Group
  Members ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  Participating Employer:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:  Warrior Gas Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Employer EIN:
   75-2470727.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  Participating Employer:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:  Southwest Royalties, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Employer EIN:
   75-1917432.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  Participating Employer:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Employer EIN:
        .

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: A Controlled Group Member will immediately cease to be a
  Participating Employer as of the date it ceases to be a Controlled Group
  Member.]

  



 


C.    Plan Information


 


	
  Plan:

  [Plan Sec. 1.1]

  	
  C.1.

  	
  Plan Name: Clayton Williams
  Energy, Inc. 401(k) Plan.

  
	
   

  	
  C.2.

  	
  Plan Number: 001. [NOTE:
  This is the three-digit identifying number (e.g., 001) that the employer
  assigns for government filing purposes (e.g., Form 5500).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plan Year:

  	
  C.3.

  	
  The
  Plan Year is the twelve-consecutive-month period ending each December 31

  



 


1





















 


	
  [Plan Sec.
  2.58]

  	
   

  	
  [month day] [check each that applies]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  The first Plan Year is a
  short year that began on the Original Effective Date and ended
         [month
  day, year].

  
	
   

  	
  b.

  	
  o

  	
  The Plan Year has been
  amended. The last Plan Year before the amendment ended
         [month
  day, year], and the short Plan Year resulting from the amendment
  began the next day and ended        [month day, year].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plan Administrator:

  [Plan Secs. 2.54 and 14.1] 

  	
  C.4.

  	
  The Plan Administrator is
  the ... [check one]:

  
	
   

  	
  a.

  	
  ý

  	
  Lead Employer. [NOTE:
  The Lead Employer may delegate administrative authority to an individual or
  committee.]

  
	
   

  	
  b.

  	
  o

  	
  following individual or
  entity ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:          .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  following committee of
  individuals ... [check one]: [NOTE: Either the name of the committee or the individual
  committee members must be specified.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Name of committee:
        .

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Committee members ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Funding Vehicle:

  [Plan Secs. 1.3 and 2.32]

  	
  C.5.

  	
  The
  Funding Vehicle(s) for the Plan include ... [check
  each that applies]:

  
	
   

  	
  a.

  	
  ý

  	
  a Trust Fund with ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  individual trustee(s). [NOTE:
  Individual trustee(s) may serve on a discretionary or directed basis pursuant
  to the Trust Agreement.]

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  a financial organization
  serving pursuant to the Trust Agreement ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  ý

  	
  for a Directed Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  with a Discretionary
  Trustee Option.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  a Custodial Account. [NOTE:
  This option is appropriate only for a plan maintained by an unincorporated
  business and that covers Self-Employed Individuals. Also, the Custodian must
  be a bank or other organization authorized to act as a custodian with respect
  to qualified plans.]

  
	
   

  	
  c.

  	
  o

  	
  Annuity Funding
  Contract(s).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Controlling Law State:

  [Plan Sec. 1.4]

  	
  C.6.

  	
  The Plan will be construed
  and administered in accordance with the laws of the State or Commonwealth of
  New Hampshire to the extent that such laws are not preempted by the laws of
  the United States of America.

  



 


2





















 


D.    Eligibility and Service Requirements


 


	
  Excluded Employment Categories:

  [Plan Sec. 2.14(a)]

  	
  D.1.

  	
  Covered Employment does not
  include employment as ... [check each of a.
  through l. that applies, or check m. or n.]:  [NOTE:  Covered Employment only includes employment
  with a Participating Employer. 
  However, it does not include employment as a Collective
  Bargaining Employee unless the collective bargaining agreement provides for
  participation in the Plan under the terms set forth in this Adoption
  Agreement.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  a non-resident alien who
  receives no earned income (within the meaning of Code § 911(d)(2)) from
  a Participating Employer which constitutes income from sources within the
  United States (within the meaning of Code § 861(a)(3)), or who receives
  such earned income but it is all exempt from income tax in the United States
  under the terms of an income tax convention.

  
	
   

  	
  b.

  	
  o

  	
  a Highly Compensated
  Employee.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  Excluding any of the
  following categories may result in failure to satisfy the coverage
  requirements of Code § 410(b).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  a Key Employee.

  
	
   

  	
  d.

  	
  o

  	
  a Leased Employee.

  
	
   

  	
  e.

  	
  o

  	
  a Self-Employed Individual (that is, a sole
  proprietor or partner with respect to a Participating Employer).

  
	
   

  	
  f.

  	
  o

  	
  a salaried Employee.

  
	
   

  	
  g.

  	
  o

  	
  an hourly-wage Employee.

  
	
   

  	
  h.

  	
  o

  	
  an Employee paid primarily on a commission basis.

  
	
   

  	
  i.

  	
  o

  	
  an Employee working outside the United States.

  
	
   

  	
  j.

  	
  o

  	
  a citizen or resident of a foreign country, except
  those who work in the United States under the following VISA or NAFTA
  categories ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  All categories are excluded
  except as expressly required by United States Immigration Law.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  The following categories
  are included [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  k.

  	
  o

  	
  an Employee in any of the following units or
  locations [specify]:
         [NOTE: To
  exclude all Employees of a Controlled Group Member, do not designate
  that Controlled Group Member as a Participating Employer.]

  
	
   

  	
  l.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  
	
  Collective

  Bargaining

  Only Plan

  	
  m.

  	
  o

  	
  The Plan is exclusively a
  collective bargaining plan – thus, the only Employees in Covered Employment
  are those Collective Bargaining Employees who are covered by the following
  collective bargaining agreement(s) that provides for participation in the
  Plan ... [complete]: [NOTE:  All other Employees are excluded from all
  Components.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.           .

  
	
   

  	
   

  	
   

  	
  2.           .

  
	
   

  	
   

  	
   

  	
  3.           .

  
	
   

  	
   

  	
   

  	
  4.           .

  
	
   

  	
   

  	
   

  	
  5.           .

  
	
   

  	
   

  	
   

  	
   

  
	
  Prevailing Wage

  Only Plan

  	
  n.

  	
  o

  	
  The Plan is exclusively a
  “prevailing wage” plan – thus, the only Employees in Covered Employment are
  those who are employed on prevailing wage projects specified in J.8.f. or on
  the Prevailing Wage Addendum.  [NOTE:  All other Employees are excluded from all
  Components.]

  



 


3





















 


	
   

  	
  D.2.

  	
  Covered Employment ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  does not include
  employment during the transition period following a stock or asset
  acquisition described in Code § 410(b)(6)(C) ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  subject to the following
  exceptions [complete]: [NOTE:
  For each listed acquisition, employment becomes Covered Employment as of the
  Effective Date listed for that acquisition (unless the employment is excluded
  under D.1.).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acquisition:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective Date:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acquisition:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective Date:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acquisition:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective Date:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  ý

  	
  includes employment during the transition period
  following a stock or asset acquisition described in Code § 410(b)(6)(C)
  (unless the employment is excluded under D.1.).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  This provision applies
  only to an individual who becomes an Employee as a result of the
  acquisition.  The “transition period”
  begins on the date of such acquisition and ends on the last day of the first
  Plan Year beginning after the date of such acquisition (or, if earlier, upon
  any significant change in coverage of the Plan other than as a result of
  subsequent acquisition).]

  
	
   

  	
   

  	
   

  
	
  Age and Service Requirements:

  [Plan Sec. 3.1(a)]

  	
  D.3.

  	
  The age requirement for
  participation will be determined separately for each Component, as specified
  in F.2., G.2., H.2., I.3. and J.3.

  
	
   

  	
  D.4.

  	
  The service requirement for
  participation will be determined separately for each Component, as specified
  in F.3., G.2., H.2., I.4. and J.4.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entry:

  [Plan Secs. 2.27 and 3.1(a)]

  	
  D.5.

  	
  An Employee in Covered
  Employment will become an Active Participant in a Component on the Entry Date
  that coincides with or next follows the date he/she satisfies the age and
  service requirements for such Component, except as otherwise provided in J.5.
  with respect to the Employer Regular Profit Sharing Component.

  
	
   

  	
   

  	
   

  
	
   

  	
  D.6.

  	
  The Entry Dates will be
  determined separately for each Component, as specified in F.5., G.2., H.2.,
  I.6. and J.6.

  
	
   

  	
   

  	
   

  
	
  Hours of Service:

  [Plan Sec. 2.64]

  	
  D.7.

  	
  An Employee for whom a record
  of actual hours is not maintained or available (e.g., salaried employees) will be
  credited with ... [check one]:

  
	
   

  	
   

  	
   

  
	
  [complete if hours are used for any
  purpose – e.g., eligibility, vesting or allocations]

  	
   

  	
  a.

  	
  o    190
  Hours of Service for each month

  
	
  b.

  	
  o     95
  Hours of Service for each semi-monthly payroll period

  
	
  c.

  	
  ý     45
  Hours of Service for each week

  
	
  d.

  	
  o     10
  Hours of Service for each day

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... in which he/she has one
  or more Hours of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.8.

  	
  An Employee for whom a
  record of actual hours is maintained and available will be credited with ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý    actual
  Hours of Service.

  
	
   

  	
  b.

  	
  o    the
  same equivalency as specified in D.7.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method to Determine Service for Eligibility Purposes:

  	
  D.9.

  	
  Service will be determined
  for eligibility purposes using the ... [check
  one]:

  



 


4





















 


	
  [Plan Sec.
  2.64]

  	
  a.

  	
  o

  	
  hour count method ... [complete as necessary]  [NOTE:  This option should be elected if the hour
  count method is used to determine Service under any Component.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [complete only if a service requirement
  is imposed on participation in one or more Components]

  	
   

  	
   

  	
  1.

  	
  An Employee must complete
  at least        [1,000 or less] Hours of Service during an eligibility
  computation period for it to count as a year of Service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  The eligibility computation
  period is the twelve-consecutive-month period beginning on the Service
  Commencement Date and each ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Plan Year beginning after
  the Service Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  anniversary of the Service
  Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  An Employee will have
  satisfied the service requirement as of the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  end of the eligibility
  computation period during which

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  date during the eligibility
  computation period as of which

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... he/she has completed
  the required Hours of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  The hour count method applies to ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  all Employees.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employees who are ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  classified as “full-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  classified as “part-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  classified as “temporary” or “seasonal”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  paid on an hourly-wage basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  paid on a salaried basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  employed with the following Participating Employers
  [specify]:
        ,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... and the elapsed time method applies to all
  other Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  ý

  	
  elapsed time method.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method to Determine Service for Vesting Purposes:

  	
  D.10.

  	
  Service will be determined for vesting purposes
  using the ... [check one]:

  
	
  [Plan Sec.
  2.64]

  	
  a.

  	
  o

  	
  hour count method ... [complete as necessary]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [complete only if a vesting schedule
  applies with respect to the Employer Regular Matching or Regular Profit
  Sharing Component]

  	
   

  	
   

  	
  1.

  	
  An Employee must complete at least
         [1,000
  or less] Hours of Service during a vesting computation period for
  it to count as a year of Service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  The vesting computation period is the ... [check one of a. through c., and check d. if it
  applies]:



  
	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Plan Year.

  
	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  twelve-consecutive-month period ending each
         [month
  day].

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  twelve-consecutive-month period beginning on the
  Service Commencement Date and each anniversary of the Service Commencement
  Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [check d. if the vesting
  computation period has been amended]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  The vesting computation period has been amended.
  The last vesting computation period before the amendment ended
         [month
  day, year], the special vesting computation period resulting from
  the amendment began        [month day, year] and ended
         [month
  day, year], and the vesting computation period after the amendment
  is specified above beginning        [month day, year]. [NOTE:
  The special vesting computation period must be twelve months in length.]

  



 


5





















 


	
   

  	
   

  	
   

  	
  3.

  	
  A Break in Service will occur if the Employee has
         [500
  or less] or fewer Hours of Service during a vesting computation
  period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  The hour count method applies to ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  all Participants.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Participants who are ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  classified as “full-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  classified as “part-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  classified as “temporary”
  or “seasonal”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  paid on an hourly-wage
  basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  paid on a salaried basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  employed with the following
  Participating Employers [specify]:
        ,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... and the elapsed time
  method applies to all other Participants, with Service calculated based on
  completed years of Service (disregarding fractional years).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  ý

  	
  elapsed time method, with
  Service for vesting purposes being calculated at Termination of Service based
  on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  completed years of Service (disregarding fractional
  years).

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  completed and fractional
  years of Service, with fractional years calculated based on completed... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  days (365 completed days
  equals one year).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  months (12 completed months
  equals one year).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Break in Service Rules for Eligibility and Vesting:

  [Plan Secs. 2.8, 3.3 and 10.2(m)] 

  	
  D.11.

  	
  Service prior to a Break in
  Service of one year or more ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  ý

  	
  will be taken into account
  for eligibility and vesting purposes immediately upon a subsequent return to
  employment under all Components (unless disregarded under D.12.).

  
	
   

  	
  b.

  	
  o

  	
  will not be taken into
  account for eligibility or vesting purposes under the ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer Regular Matching
  Component

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Regular Profit
  Sharing Component

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... until the Employee
  completes one year of Service after the Break in Service (in which case
  Service will be retroactively restored to the Employee).  However, such Service will be taken into
  account immediately upon a subsequent return to employment under each other
  Component (unless otherwise disregarded under D.12).  [NOTE:  Use of this option b. may require that
  retroactive Employer Regular Matching or Regular Profit Sharing Contributions
  be made on behalf of the Participant.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.12.

  	
  In the case of a
  Participant who had no vested interest in his/her Account prior to a period
  of five or more consecutive one-year Breaks in Service (other than a vested
  interest in an Employee After-Tax, Deductible, Forfeiture Restoration or
  Rollover Contribution Account), Service prior to such period ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  will not

  
	
   

  	
  b.

  	
  o

  	
  will

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be taken into account for
  eligibility or vesting purposes after a subsequent return to employment.  [NOTE:  In all other cases and for all Participants
  with a vested interest in their Accounts, Service prior to a Break in Service
  will be counted after a subsequent return to employment (subject to any
  restrictions specified in D.11).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Predecessor
  Employer

  Credit:

  	
  D.13.

  	
  Employment with the
  following Predecessor Employer(s) which did not maintain the Plan ... [complete as appropriate]: [NOTE:
  Code § 414(a) requires that service with a Predecessor Employer be taken
  into account if a plan of the Predecessor Employer

  
										



 


6





















 


	
  [Plan
  Secs. 2.59 and 2.64(c)]

  	
   

  	
  is maintained by a Controlled Group Member. The service credit under
  this D.13. is in addition to that required under Code § 414(a).] [NOTE: If there is more than one
  Predecessor Employer, attach the Predecessor Employer Addendum.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
        .

  
	
   

  	
   

  	
  Employer Identification
  Number:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... counts as Service for ...
  [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  eligibility purposes, with
  Service with the Predecessor Employer calculated based on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Hours of Service from ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  last date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  original date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  elapsed time from ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  last date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  original date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  vesting purposes, with
  Service with the Predecessor Employer calculated based on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Hours of Service from ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  last date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  original date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  elapsed time from ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  last date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  original date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  However, prior service
  credit for vesting purposes will be limited to    years. [complete if desired.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  determining whether the
  Participant is entitled to share in the Employer Regular Matching or Regular
  Profit Sharing Contribution. For such Participant, the compensation paid by
  the Predecessor Employer ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  is not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  is

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... counted as Plan
  Compensation for purposes of determining or allocating the Employer Regular
  Matching or Regular Profit Sharing Contribution for the first year of
  participation under this Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waiver of Entry Requirements:

  [Plan Sec. 3.1(f)]

  	
  D.14.

  	
  An Employee in Covered
  Employment ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  ý

  	
  must always satisfy the age
  and/or service requirements to become an Active Participant.

  
	
   

  	
  b.

  	
  o

  	
  will become an Active
  Participant on the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Original Effective Date

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  following date:
        
  [month day, year]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... even if he/she has not
  satisfied the ... [check each that applies]:

  



 


7





















 


	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  service

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... requirement for
  participation in the Component.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  This age and/or service
  waiver applies with respect to ... [check
  5., or check each of 6. through 8. that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  all Components.

  
	
   

  	
   

  	
   

  	
  6.

  	
  o

  	
  the Employee Pre-Tax
  Component (and those Components with eligibility and entry tied to such
  Component).

  
	
   

  	
   

  	
   

  	
  7.

  	
  o

  	
  the Employer Regular
  Matching Component.

  
	
   

  	
   

  	
   

  	
  8.

  	
  o

  	
  the Employer Regular Profit
  Sharing Component.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  The waiver also applies
  with respect to the Employee After-Tax Component, if any, if eligibility and
  entry is tied to that Component  under
  G.2.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Election Not to Participate:

  [Plan Sec. 3.5]

  	
  D.15.

  	
  May an Employee elect not
  to participate in the Plan? [check one]:

  
	
   

  	
  a.

  	
  ý

  	
  No.  [Skip to
  Section E.]

  
	
   

  	
  b.

  	
  o

  	
  Yes ... [check one]:  [NOTE:  This option may result in failure to
  satisfy the coverage requirements of Code § 410(b) unless it is limited
  to Highly Compensated Employees.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  if he/she has a religious
  objection to participation in the Plan.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  for any reason ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  but only if he/she is a
  Highly Compensated Employee.

  



 


E.             Plan
Compensation


 


[NOTE:  Plan Compensation will be
used for nondiscrimination testing unless the Plan Administrator expressly
directs that a different definition of compensation be used for such testing
for a particular Plan Year.  Testing
compensation may be used to determine an Employer Qualified Profit Sharing Contribution
if so elected in K.5. notwithstanding the elections in this Item E.]


 


	
  Plan Compensation:

  [Plan Sec. 2.56]

  	
  E.1.

  	
  Plan Compensation means ... [check one]:

  
	
   

  	
  a.

  	
  o

  	
  earnings required to be
  reported in the Wages, Tips and Other Compensation box of Form W-2.

  
	
   

  	
  b.

  	
  ý

  	
  earnings for purposes of
  Code § 415(c)(3).

  
	
   

  	
  c.

  	
  o

  	
  earnings for purposes of
  federal income tax withholding.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  Unless specifically
  excluded below, Plan Compensation includes Employee Pre-Tax Contributions,
  other Elective Deferrals and amounts that are excluded from income under Code
  § 125.]

  



 


8





















 


	
   

  	
  E.2.

  	
  Plan Compensation does not
  include ... [check each that applies]:  

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With respect to

  the Employee

  Pre-Tax or

  After-Tax

  Components and

  the Employer

  Safe-Harbor,

  Regular or

  Qualified

  Matching

  Component

  	
   

  	
  With respect to

  the Employer

  Safe-Harbor,

  Regular or

  Qualified*

  Profit Sharing

  Component

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
   

  	
  ý

  	
   

  	
  Employee Pre-Tax Contributions and other Elective Deferrals.

  
	
   

  	
  b.

  	
  o

  	
   

  	
  o

  	
   

  	
  amounts that are excluded from income under Code § 125 (cafeteria
  plan).

  
	
   

  	
  c.

  	
  o

  	
   

  	
  o

  	
   

  	
  reimbursements or other expense allowances, fringe benefits (cash and
  non-cash), moving expenses, deferred compensation and welfare benefits.

  
	
   

  	
   

  	
   

  
	
  
  

  

  

  
	
   

  	
   

  	
  *                      Except as
  otherwise elected in K.5. with respect to the Employer Qualified Profit
  Sharing Component.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: The following exclusions (d. through k.) do not apply for
  purposes of the Employer Safe-Harbor Matching or Safe-Harbor Profit Sharing
  Component.  Also, the exclusions do not
  apply for purposes of the Employer Regular Profit Sharing Component if
  Employer Regular Profit Sharing Contributions are determined or allocated
  under an integrated formula.]  [NOTE:
  Excluding any of the following items will require the definition of Plan
  Compensation to be tested for discrimination under Code § 414(s).]

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  o

  	
   

  	
  o

  	
   

  	
  amounts in excess of
  $     .  [NOTE:  The amount that may be taken into account
  for a Plan Year is already limited under Code § 401(a)(17).  Include an amount here only if a limit less
  than the otherwise applicable limit is intended.]

  
	
   

  	
  e.

  	
  o

  	
   

  	
  o

  	
   

  	
  severance pay paid at or
  prior to Termination of Service.  [NOTE:  Severance pay or other amounts paid after
  Termination of Service are automatically excluded.]

  
	
   

  	
  f.

  	
  o

  	
   

  	
  o

  	
   

  	
  bonuses.

  
	
   

  	
  g.

  	
  o

  	
   

  	
  o

  	
   

  	
  commissions.

  
	
   

  	
  h.

  	
  o

  	
   

  	
  o

  	
   

  	
  overtime.  [NOTE:  Excluding overtime payments with respect to
  certain contribution types may raise issues under Federal and/or State Wage
  and Hour Laws.]

  
	
   

  	
  i.

  	
  o

  	
   

  	
  o

  	
   

  	
  amounts
  paid in any form other than cash.

  
	
   

  	
  j.

  	
  ý

  	
   

  	
  ý

  	
   

  	
  amounts
  contributed under the following incentive, bonus or equity plan(s) [specify]: Stock Options.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  Amounts paid after an
  Employee ceases to be an Active Participant in any Component are
  automatically excluded from Plan Compensation for that Component.]

  
										



 


9





















 


	
  Plan Compensation for the Plan Year:

  [Plan Sec. 2.57]

  	
  E.3.

  	
  Plan Compensation for the
  Plan Year means the Plan Compensation paid within the Plan Year ... [check if applicable]:

  
	
   

  	
  a.

  	
  o

  	
  except for purposes of the
  ... [check each that applies]:



  
	
  [complete only if the Plan includes an
  Employer Regular Matching or Regular Profit Sharing Component]

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer Regular Matching
  Component,

  
	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Regular Profit
  Sharing Component,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... where Plan Compensation
  for the Plan Year means Plan Compensation paid within the
  twelve-consecutive-month period that ends each
         [month
  day] within the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  In the case of a
  Participant hired during such twelve-consecutive-month period, Plan
  Compensation for the Plan Year means Plan Compensation paid within ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  such
  twelve-consecutive-month period.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.4.

  	
  Plan Compensation for the
  Plan Year does not include amounts paid prior to the Entry Date ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  except for purposes of the
  ... [check one or both of 1. and 2., or
  check 3.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer Regular Matching
  Component,

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Regular Profit
  Sharing Component,

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Employer Contribution
  Components (Employer Safe-Harbor, Regular and Qualified Matching Components,
  and Employer Safe-Harbor, Regular and Qualified Profit Sharing Components, as
  applicable)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... where Plan Compensation
  for the Plan Year includes amounts paid during the determination period in
  E.3., but prior to the Entry Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Imputed Earnings While Disabled:

  	
  E.5.

  	
  Plan Compensation ... [check one]:

  
	
  [Plan Sec. 2.56(e)]

  	
  a.

  	
  ý

  	
  will not

  
	
  

  [complete only if the Plan includes an Employer Regular Profit Sharing
  Component]

  	
  b.

  	
  o

  	
  will



  
	
   

  	
  ... be imputed to a
  Participant during periods of total disability (as defined in Code
  § 22(e)(3)) for purposes of determining or allocating Employer Regular
  Profit Sharing Contributions.

  
	
   

  	
   

  



 


F.             Employee
Pre-Tax Component


 


	
  Employee Pre-Tax Contributions:

  [Plan Sec. 4.1]

  	
  F.1.

  	
  Employee Pre-Tax
  Contributions ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  will not [Skip to Section G.]

  
	
  b.

  	
  ý

  	
  will

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be allowed under the
  Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Age and Service Requirements:

  [Plan Sec. 3.1(a)]

  	
  F.2.

  	
  For an Employee to
  participate in the Employee Pre-Tax Component, he/she must have attained age
  ... [check one]:



  
	
  a.

  	
  ý

  	
  21 [21 or less].

  
	
  b.

  	
  o

  	
  N/A – there is no age
  requirement.

  



 


10





















 


	
   

  	
  F.3.

  	
  For an Employee to
  participate in the Employee Pre-Tax Component, he/she must have completed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  one year of Service
  (determined under D.9.).

  
	
   

  	
  b.

  	
  ý

  	
  3 [12 or less] months of Service determined using the
  elapsed time method (irrespective of the election in D.9.).

  
	
   

  	
  c.

  	
  o

  	
  N/A – there is no service
  requirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entry:

  [Plan Secs. 2.27 and 3.1(a)]

  	
  F.4.

  	
  An Employee in Covered
  Employment will become an Active Participant in the Employee Pre-Tax
  Component on the Entry Date that coincides with or next follows the date
  he/she satisfies the age and service requirements for such Component.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.5.

  	
  The Entry Dates for the
  Employee Pre-Tax Component are the ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  first day of each Plan Year
  and the first day of the seventh month of each Plan Year.

  
	
   

  	
  b.

  	
  o

  	
  first day of each quarter
  of each Plan Year.

  
	
   

  	
  c.

  	
  ý

  	
  first day of each month.

  
	
   

  	
  d.

  	
  o

  	
  first day of each payroll
  period.

  
	
   

  	
  e.

  	
  o

  	
  day on which the age and
  service requirements are satisfied.

  
	
   

  	
  f.

  	
  o

  	
  first day of each Plan
  Year.  [NOTE:  This option is permitted only if (i) there
  is no age requirement or the age requirement specified in F.2.a. does not
  exceed 201⁄2, and (ii) there is no service requirement or the service
  requirement specified in F.3.b. or c. does not exceed 6 months.]

  
	
   

  	
  g.

  	
  o

  	
  other [specify]:
        .  [NOTE:  The Entry Dates specified must be at least
  as favorable as one of the choices in a. – f.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pay Reduction Contributions – Minimums/Maximums:

  [Plan Sec. 4.1(a)]

  	
  F.6.

  	
  Employee Pre-Tax
  Contributions are permitted by means of pay reduction in any whole ... [check one or both of a. and b., and check c. if it
  applies]:

  
	
   

  	
  a.

  	
  ý

  	
  percentage, subject to the
  following minimum and maximum per payroll period ... [check each of 1. and 2. that applies, or check 3.]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  Minimum: 1% of Plan
  Compensation.

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  Maximum [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  100% of Plan Compensation
  with respect to any Non-Highly Compensated Employee, and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  100% [not to exceed the percentage in a.] of
  Plan Compensation with respect to any Highly Compensated Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  such minimum and maximum as
  the Lead Employer may specify in written action taken prior to the
  first day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  dollar amount, subject to
  the following minimum and maximum per payroll period ... [check each of 1. and 2. that applies, or check 3.]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Minimum ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  $     .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
        %
  of Plan Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Maximum:  $     .

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  such minimum and maximum as
  the Lead Employer may specify in written action taken prior  to the first day of the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [check c.
  only if an annual maximum is desired that is less than the limit under
  Code § 402(g)].

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  provided that the aggregate
  Employee Pre-Tax Contributions of a Participant for the Plan Year may not
  exceed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  $    .

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
     % of Plan
  Compensation for the Plan Year.

  



 


11





















 


	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  the lesser of $    or     %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  such maximum as the Lead
  Employer may specify in written action taken prior to the first day of
  the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: Employee Pre-Tax Contributions are limited by Code
  § 402(g).]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: If the Plan provides for Employer Safe-Harbor Matching
  Contributions, the maximum under a., b. and c., above, for a Non-Highly
  Compensated Employee must be at least sufficient to allow the Participant to
  receive the maximum Employer Safe-Harbor Matching Contribution.]

  
	
   

  	
   

  	
   

  
	
  Catch-Up Election

  	
  F.7.

  	
  If a Participant has
  contributed less than the maximum amount for prior payroll periods within the
  Plan Year, he/she ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  may not

  
	
   

  	
  b.

  	
  o

  	
  may ... [check one]:



  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  at any time

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at any time during the
  final month of the Plan Year

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  at any time during the final
  quarter of the Plan Year

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  at any time during the Plan
  Year in which the Employee Pre-Tax Component becomes effective (but not later
  Plan Years)



  
	
   

  	
   

  	
  ... increase his/her pay
  reductions above the maximum in subsequent payroll periods to account for no
  prior pay reductions, or pay reductions at less than the maximum. [NOTE: In
  such case, the total pay reductions for the Plan Year may not exceed the
  maximum(s) specified above applied by reference to Plan Compensation for the
  Plan Year.]

  
	
   

  	
   

  	
   

  
	
  Automatic Enrollment

  	
  F.8.

  	
  Upon initial entry into the
  Employee Pre-Tax Component, a Participant will be deemed to have elected a
  pay reduction of ... [check one]:
  [NOTE: Some State laws may prohibit or limit automatic
  enrollments.]



  
	
   

  	
  a.

  	
  ý

  	
  N/A – the automatic enrollment
  provision does not apply.

  
	
   

  	
  b.

  	
  o

  	
       %
  [5% or less] of Plan
  Compensation per payroll period unless he/she affirmatively elects a
  different percentage or amount or elects not to receive Employee Pre-Tax
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Special Effective Date [complete
  if desired]:

  
	
   

  	
   

  	
   

  	
  This provision will be
  effective as of       [month day, year] with respect to individuals who become ...
  [check one of 1. or 2., and check 3. if it
  applies]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employees

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Active Participants in the
  Employee Pre-Tax Component

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... on or after that date....

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  This provision will also
  apply effective as of that date to each then current Active Participant in
  the Employee Pre-Tax Component who ... [check
  one]:



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  does not then have a pay
  reduction agreement in effect ... [check if
  applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  and who has not revoked
  such an agreement in the last     [specify number] months.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  does not then have a pay
  reduction agreement in effect, or who has a pay reduction agreement in effect
  of less than the automatic enrollment percentage above.

  
	
   

  	
   

  	
   

  
	
  Pay Reduction Agreements:

  [Plan Sec. 4.1(a)]

  	
  F.9.

  	
  The initial pay reduction
  agreement made by a Participant may be effective as soon as administratively
  practicable after his/her initial Entry Date. Thereafter, if a Participant
  does not have a pay reduction agreement in effect (because he/she has not
  previously filed one, or because it has been revoked), a pay reduction
  agreement may be effective 

  



 


12





















 


	
   

  	
   

  	
  as soon as administratively
  practicable on or after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  any Entry Date.

  
	
   

  	
  b.

  	
  o

  	
  the first day of any Plan
  Year or the first day of the seventh month of any Plan Year.

  
	
   

  	
  c.

  	
  o

  	
  the first day of any Plan
  Year.

  
	
   

  	
  d.

  	
  o

  	
  the first day of any
  quarter of any Plan Year.

  
	
   

  	
  e.

  	
  o

  	
  the first day of any month.

  
	
   

  	
  f.

  	
  ý

  	
  the date the election is
  made.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.10.

  	
  A pay reduction agreement
  may be modified effective as soon as administratively practicable on
  or after ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  any Entry Date.

  
	
   

  	
  b.

  	
  o

  	
  the first day of any Plan
  Year or the first day of the seventh month of any Plan Year.

  
	
   

  	
  c.

  	
  o

  	
  the first day of any Plan
  Year.

  
	
   

  	
  d.

  	
  o

  	
  the first day of any
  quarter of any Plan Year.

  
	
   

  	
  e.

  	
  o

  	
  the first day of any month.

  
	
   

  	
  f.

  	
  ý

  	
  the date the election is
  made.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.11.

  	
  A pay reduction agreement
  may be revoked effective as soon as administratively practicable on or
  after ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  any Entry Date.

  
	
   

  	
  b.

  	
  o

  	
  the first day of any Plan
  Year or the first day of the seventh month of any Plan Year.

  
	
   

  	
  c.

  	
  o

  	
  the first day of any Plan
  Year.

  
	
   

  	
  d.

  	
  o

  	
  the first day of any
  quarter of any Plan Year.

  
	
   

  	
  e.

  	
  o

  	
  the first day of any month.

  
	
   

  	
  f.

  	
  ý

  	
  the date the election is
  made.

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash or Deferred Contributions:

  [Plan Sec. 4.1(c)]

  	
  F.12.

  	
  A cash or deferred option
  is available with respect to ... [check one]:
  [NOTE: If a cash or deferred option is available with
  respect to an item of compensation, a general pay reduction agreement will
  not apply to that item.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  N/A – a cash or deferred
  option is not available. [Skip to F.15.]

  
	
   

  	
  b.

  	
  o

  	
  bonuses paid during the
  Plan Year and designated as eligible for this option by the Lead Employer.

  
	
   

  	
  c.

  	
  o

  	
  payments in lieu of a cash
  distribution of accrued but unused vacation time.

  
	
   

  	
  d.

  	
  o

  	
  employer credits under a
  cafeteria plan that are otherwise made available under such plan as a cash
  distribution to the Participant.

  
	
   

  	
  e.

  	
  o

  	
  the following incentive,
  bonus or equity plan(s) [specify]:         .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.13.

  	
  The contributions made
  pursuant to this cash or deferred option may not exceed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
          % of
  the designated payments subject to the cash or deferred option.

  
	
   

  	
  b.

  	
  o

  	
  $      per
  Plan Year.

  



 


13





















 


	
   

  	
  F.14.

  	
  The contributions made
  pursuant to this cash or deferred option ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  are

  
	
   

  	
  b.

  	
  o

  	
  are not

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... eligible for Employer
  Regular Matching Contributions. [NOTE: If the Plan provides for
  Employer Safe-Harbor Matching Contributions, the contributions made pursuant
  to this cash or deferred option are eligible for such Employer Safe-Harbor
  Matching Contributions.]

  
	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  F.15.

  	
  Withdrawals are allowed
  from Employee Pre-Tax Contribution Accounts ... [check a., or check each of b. and c. that applies]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
  b.

  	
  ý

  	
  for any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age (or
  age 591/2, if later).

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  age 591/2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age       [60 or more].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  ý

  	
  at any age on account of
  Hardship.

  



 


G.            Employee
After-Tax Component


 


	
  Employee After-Tax Contributions:

  [Plan Sec. 4.2]

  	
  G.1.

  	
  Employee After-Tax
  Contributions ... [check one]:



  
	
  a.

  	
  ý

  	
  will not [Skip to Section H.]

  
	
  b.

  	
  o

  	
  will

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be allowed under the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Age and Service Requirements/Entry:

  [Plan Secs. 2.27 and 3.1(a)]

  	
  G.2.

  	
  The eligibility and entry
  requirements for the Employee After-Tax Component are the same as for the ...
  [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  Employee Pre-Tax Component.

  
	
   

  	
  b.

  	
  o

  	
  Employer Regular Matching
  Component.

  
	
   

  	
  c.

  	
  o

  	
  Employer Regular Profit
  Sharing Component.

  
	
   

  	
   

  	
   

  
	
  Payroll Withholding Contributions:

  [Plan Sec. 4.2(a)]

  	
  G.3.

  	
  Employee After-Tax
  Contributions ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  will not be allowed
  by means of payroll withholding.

  
	
  b.

  	
  o

  	
  will be allowed by means of
  payroll withholding in any whole ... [check
  one or both of 1. and 2., and check 3. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  percentage, subject to the
  following minimum and maximum per payroll period ... [check each of a. and b. that applies, or check c.]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Minimum:     %
  of Plan Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Maximum [complete 1., and complete 2. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  Maximum ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
       %
  of Plan Compensation with respect to any Non-Highly Compensated Employee,
  and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
       %
  [not to exceed the percentage in a.] of
  Plan Compensation with respect to any Highly Compensated Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  Combined Maximum [complete if desired]: The Employee
  Pre-Tax and After-Tax Contributions of a Participant in combination may not
  exceed       % of Plan Compensation per payroll
  period (other than as a result of a catch-up election under F.7.).

  



 


14





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  such minimum and maximum as
  the Lead Employer may specify in written action taken prior to the
  first day of the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  dollar amount, subject to
  the following minimum and maximum per payroll period ... [check each a. and b. that applies, or check c.]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Minimum ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  $    .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
       %
  of Plan Compensation.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Maximum [complete 1., and complete 2. if it applies]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  Maximum: $    .

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  Combined Maximum [complete if desired]: The Employee
  Pre-Tax and After-Tax Contributions of a Participant in combination may not
  exceed $     per payroll period (other than as a
  result of a catch-up election under F.7.).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  such minimum and maximum as
  the Lead Employer may specify in written action taken prior to the
  first day of the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [check 3.
  only if an annual maximum is desired]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  provided that the aggregate
  Employee After-Tax Contributions of a Participant for the Plan Year may not
  exceed ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  $   .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
       %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  the lesser of $    or     %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  such maximum as the Lead
  Employer may specify in written action taken prior to the first day of
  the Plan Year.

  
	
   

  	
   

  	
   

  
	
  Direct Contributions:

  [Plan Sec. 4.2(c)]

  	
  G.4.

  	
  Employee After-Tax
  Contributions ... [check one]:

  
	
   

  	
  a.

  	
  o

  	
  will not be allowed
  by means other than payroll withholding.

  
	
   

  	
  b.

  	
  o

  	
  will be allowed by such
  means (other than payroll withholding) as may be prescribed from time to time
  by the Lead Employer (e.g., personal
  checks). ... [check if applicable]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  The maximum amount of the
  Employee After-Tax Contributions allowed in any Plan Year (including by
  payroll withholding, if allowed) is ... [check
  one]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  $    .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
       %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  
	
  Required
  Contributions – Thrift Plan:

  [Plan Sec. 4.2(b)]

  	
  G.5.

  	
  An Active Participant will
  be required to make Employee After-Tax Contributions equal to ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  N/A – such contributions
  will not be required.

  
	
  b.

  	
  o

  	
       %
  of Plan Compensation per payroll period.

  
	
   

  	
  c.

  	
  o

  	
  the percentage, not less
  than      %, of Plan Compensation per payroll
  period that is selected by the Participant upon his/her enrollment in the
  Employee After-Tax Component.

  
	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  G.6.

  	
  Withdrawals are allowed
  from Employee After-Tax Contribution Accounts ... [check one]:

  



 


15





















 


	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for any reason and at any
  time. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employee After-Tax
  Contributions will be suspended for        [not more than 12] months after such a
  withdrawal.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  for any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age 591/2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age      .

  



 


H.            Employer Safe-Harbor Component


 


	
  Employer Safe-Harbor Contributions:

  [Plan Secs. 5.1 and 6.1]

  	
  H.1.

  	
  This Plan ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  is not intended to
  be a Safe-Harbor Plan. [Skip to Section
  I.]

  
	
  b.

  	
  ý

  	
  is intended to be a
  Safe-Harbor Plan, and safe-harbor contributions will be made under ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  this Plan.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the following defined contribution
  plan [specify]:
        .
  [Skip to Section I.] [NOTE:
  The other plan must have the same Plan Year as this Plan.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE: Employee After-Tax Contributions (if any) will remain subject
  to the Actual Contribution Percentage Test of Code § 401(m) regardless of
  whether this Plan is a Safe-Harbor Plan. Further, Employer Safe-Harbor and
  Regular Matching Contributions will remain subject to the Actual Contribution
  Percentage Test of Code § 401(m) if any such contribution is made based on
  Employee Pre-Tax and/or After-Tax Contributions in excess of 6% of Plan
  Compensation or the Plan otherwise fails to satisfy the requirements of Code
  § 401(m)(11)(B).]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Special Effective Date [complete
  if applicable]:

  
	
   

  	
   

  	
   

  	
  The designation as a
  Safe-Harbor Plan is effective as of January 1, 2001 [month day, year] [no earlier than the first day of
  the first Plan Year beginning on or after January 1, 1999]. [NOTE: A
  designation as a Safe-Harbor Plan can be effective only as of the first day of a Plan Year (including a
  short first Plan Year) or as of the date on which the Employee Pre-Tax
  Component is first effective under the Plan. The Adoption Agreement adding an
  Employer Safe-Harbor Matching Component to this Plan must be executed before
  the Component becomes effective. The Adoption Agreement adding an Employer
  Safe-Harbor Profit Sharing Component to this Plan must be executed at least
  30 days before the end of the Plan Year in which the Component becomes
  effective.]

  
	
   

  	
   

  	
   

  	
   

  
	
  Age and Service Requirements:

  [Plan Sec. 3.1(a)]

  	
  H.2.

  	
  For an Employee to
  participate in the Employer Safe-Harbor Matching or Safe-Harbor Profit
  Sharing Component, he/she must have ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  attained age 21 and
  completed one year of Service (determined under D.9.). [NOTE: If this
  option is elected, the portion of the Employee Pre-Tax Component covering
  Participants who have not satisfied these age and service requirements must
  be disaggregated, and must separately satisfy Code § 410(b) and the Average
  Deferral Percentage Test of Code § 401(k).] [NOTE: If this option is elected,
  the Entry Dates for the Employer Safe-Harbor Matching or Safe-Harbor Profit
  Sharing Component are the first day of the Plan Year and the first day of the
  seventh month of the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  ý

  	
  satisfied the same age and
  service requirements as for the Employee Pre-Tax Component.

  



 


16





















 


	
  Employer Safe-Harbor Contributions:

  [Plan Sec. 5.1]

  	
  H.3.

  	
  The Employer Safe-Harbor
  Contribution will be an ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  ý

  	
  Employer Safe-Harbor
  Matching Contribution made in accordance with ... [check 1. or 2., and complete 3. and 4.]:

  
	
   

  	
   

  	
   

  	
   

  
	
  Basic Matching Formula

  	
   

  	
   

  	
  1.

  	
  o

  	
  the following schedule ... [complete schedule]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Employer

  Safe-Harbor Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of Match

  Eligible

  Contributions*:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  of the first:

  	
   

  	
  3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
       %

  	
  [50% or more, but not more than
  1A%]

  	
   

  	
  of the next:

  	
   

  	
  2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
       %

  	
  [not more than 2A%]

  	
   

  	
  of the next:

  	
   

  	
  1

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: If the following are used, the Plan will satisfy the 401(k)
  Safe-Harbor but not the 401(m) Safe-Harbor.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
       %

  	
  [not more than 3A%]

  	
   

  	
  of
  the next:

  	
   

  	
         

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
       %

  	
  [not more than 4A%]

  	
   

  	
  of
  the next:

  	
   

  	
         

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
       %

  	
  [not more than 5A%]

  	
   

  	
  of
  the next:

  	
   

  	
         

  	
  %

  
	
   

  
	
  
  

  

  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *Of Match Eligible Contributions
  (expressed as a percentage of Plan Compensation) for payroll periods ending
  within the Matching Contribution Period.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: To satisfy the minimum
  requirements for an Employer Safe-Harbor Matching Contribution, 2.A. must be
  completed.]

  
	
   

  
	
  Enhanced Matching Formula

  	
   

  	
   

  	
  2.

  	
  ý

  	
  the following schedule ... [complete schedule]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Employer

  Safe-Harbor Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of Match

  Eligible

  Contributions*:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  of the first:

  	
   

  	
  4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
       %

  	
  [not more than 1A%]

  	
   

  	
  of the next:

  	
   

  	
  1

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
       %

  	
  [not more than 2A%]

  	
   

  	
  of the next:

  	
   

  	
  1

  	
  %

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: If the following are used, the
  Plan will satisfy the 401(k) Safe-Harbor but not the 401(m) Safe-Harbor.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
       %

  	
  [not more than 3A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
       %

  	
  [not more than 4A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
       %

  	
  [not more than 5A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  



 


17





















 










	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *Of Match Eligible Contributions
  (expressed as a percentage of Plan Compensation) for payroll periods ending
  within the Matching Contribution Period.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: To satisfy the minimum
  requirements for an Employer Safe-Harbor Matching Contribution, no items need
  to be completed.]

  
	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  The Match Eligible Contributions
  are the Employee Pre-Tax Contributions ... [check
  if applicable]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  and Employee After-Tax
  Contributions.

  
	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  The Matching Contribution
  Period is ... [check one]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  each payroll period.

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  ý

  	
  each month.

  
	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  each quarter of each Plan
  Year.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Safe-Harbor Matching Contributions will be calculated
  based on the Match Eligible Contributions and Plan Compensation for each
  Matching Contribution Period. However, if H.2.a. is elected, Match Eligible
  Contributions and Plan Compensation prior to the Entry Date for the Employer
  Safe-Harbor Matching Component will be disregarded in calculating the
  Employer Safe-Harbor Matching Contributions unless otherwise specified in
  E.4. with respect to Plan Compensation.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Safe-Harbor Matching Contributions should not be
  deposited or allocated until the end of the Matching Contribution Period.]

  
	
   

  
	
  Profit Sharing Formula

  	
  b.

  	
  o

  	
  Employer Safe-Harbor Profit
  Sharing Contribution in the amount of      % [3% or more] of the Participant’s Plan
  Compensation for the Plan Year. [NOTE: If the Plan is Top-Heavy,
  the contribution formula for the Employer Safe-Harbor Profit Sharing
  Contributions will be applied with the applicable modifications described in
  Plan Sec. 17.1(b) unless an additional contribution is elected in Q.2.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE: If H.2.a. is elected, Plan Compensation prior to the Entry
  Date for the Employer Safe-Harbor Profit Sharing Component will be
  disregarded in calculating the Employer Safe-Harbor Profit Sharing
  Contributions unless otherwise specified in E.4.]

  
	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  H.4.

  	
  Withdrawals are allowed
  from Employer Safe-Harbor Matching and/or Safe-Harbor Profit Sharing
  Contribution Accounts ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
  b.

  	
  ý

  	
  for any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age (or
  age 591/2 if later).

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  age 591/2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age        [60 or more]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  for Hardship after age 591/2.

  



 


18





















 


I.              Employer Regular Matching Component


 


	
  Employer Regular Matching Contributions:

  [Plan Sec. 5.2]

  	
  I.1.

  	
  Employer Regular Matching
  Contributions ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  ý

  	
  will not [Skip to Section J.]

  
	
  b.

  	
  o

  	
  will

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be made under the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
  Excluded Employment Categories:

  [Plan Sec. 2.14(a)]

  	
  I.2.

  	
  Covered Employment with
  respect to the Employer Regular Matching Component does not include ... [check one]: [NOTE:
  Any exclusions below are in addition to any exclusions in D.1.]

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  N/A – there are no
  additional exclusions.

  
	
   

  	
  b.

  	
  o

  	
  employment ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  as a Highly Compensated
  Employee.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  as a Key Employee.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  on prevailing wage projects
  covered by J.8.f.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .
  [NOTE:
  Specify a group whose exclusion will not result in discrimination in favor of
  Highly Compensated Employees.]

  
	
   

  	
   

  	
   

  	
   

  
	
  Age and Service

  Requirements:

  [Plan Sec. 3.1(a)]

  	
  I.3.

  	
  For an Employee to
  participate in the Employer Regular Matching Component, he/she must have
  attained age ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
       [21
  or less].

  
	
   

  	
  b.

  	
  o

  	
  N/A – there is no age
  requirement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I.4.

  	
  For an Employee to
  participate in the Employer Regular Matching Component, he/she must have
  completed ... [check one]: [NOTE: If
  more than one year of Service (12 months of elapsed time Service) is required
  for eligibility, the Plan must provide for full and immediate vesting of
  Employer Regular Matching Contribution Accounts.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  one year of Service
  (determined under D.9.).

  
	
   

  	
  b.

  	
  o

  	
  two years of Service
  (determined under D.9.).

  
	
   

  	
  c.

  	
  o

  	
        [24
  or less] months of
  Service determined using the elapsed time method (irrespective of the
  election in D.9.).

  
	
   

  	
  d.

  	
  o

  	
  N/A - there is no service
  requirement.

  
	
   

  	
   

  	
   

  	
   

  
	
  Entry:

  [Plan Secs. 2.27 and 3.1(a)]

  	
  I.5.

  	
  An Employee in Covered
  Employment will become an Active Participant in the Employer Regular Matching
  Component on the Entry Date that coincides with or next follows the date
  he/she satisfies the age and service requirements for such Component.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I.6.

  	
  The Entry Dates for the
  Employer Regular Matching Component are the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  first day of each Plan Year
  and the first day of the seventh month of each Plan Year.

  
	
   

  	
  b.

  	
  o

  	
  first day of each quarter
  of each Plan Year.

  
	
   

  	
  c.

  	
  o

  	
  first day of each month.

  
	
   

  	
  d.

  	
  o

  	
  first day of each payroll
  period.

  
	
   

  	
  e.

  	
  o

  	
  day on which the age and
  service requirements are satisfied.

  
	
   

  	
  f.

  	
  o

  	
  first day of each Plan
  Year. [NOTE: This option is permitted only if (i) there is
  no age requirement or the age requirement specified in I.3.a. does not exceed
  201⁄2, and (ii) there is no service requirement or the service requirement
  specified in I.4.c. or d. does not exceed 6 months, or 18 months if full and
  immediate vesting.]

  
	
   

  	
  g.

  	
  o

  	
  other [specify]:       .
  [NOTE: The Entry Dates specified must be at least as
  favorable as one of the choices in a. – f.]

  



 


19





















 


	
  Requirements to Receive an Employer Regular Matching
  Contribution:

  [Plan Sec. 5.2(a) or (b)]

  	
  I.7.

  	
  To receive an Employer
  Regular Matching Contribution for a Plan Year, a Participant must be an
  Active Participant in the Employer Regular Matching Component at some time
  during the Plan Year ... [check one]:
  [NOTE: Employer Regular Matching Contributions should not
  be made on behalf of any Participant until he/she has satisfied the
  conditions imposed on the receipt of such contributions.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  but need not be an Employee
  on the last day of the Plan Year or have completed any specified number of
  Hours of Service.

  
	
   

  	
  b.

  	
  o

  	
  and must either be
  an Employee on the last day of the Plan Year or must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, these
  requirements do not apply if the Participant’s Termination of Service
  occurred during the Plan Year because he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  and must both be an
  Employee on the last day of the Plan Year and must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  these requirements do not
  apply

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the last day requirement
  does not apply

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... if the Participant’s
  Termination of Service occurred during the Plan Year because he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  o

  	
  and must be an Employee on
  the last day of the Plan Year. However, this requirement does not apply if
  the Participant’s Termination of Service occurred during the Plan Year
  because he/she ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  o

  	
  and must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, this
  requirement does not apply if the Participant’s Termination of Service occurred
  during the Plan Year because he/she ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  



 


20





















 


	
  Matching Formula:

  [Plan Sec. 5.2(a) or (b)]

  	
  I.8.

  	
  Employer Regular Matching
  Contributions will be ... [check one]:

  
	
   

  	
   

  	
   

  
	
  Fixed Contributions – based on Percentage of Match Eligible
  Contributions to Plan Compensation

  	
   

  	
  a.

  	
  o

  	
  determined under the
  following schedule ... [complete schedule
  and the items that follow]:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Employer Regular

  Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of the Match Eligible

  Contributions*:

  	
   

  
	
  Optional:

  – Profits Contingency

  – Discretionary Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
       %

  	
   

  	
  of the first:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
       %

  	
  [less than 1A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
       %

  	
  [less than 2A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
       %

  	
  [less than 3A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
       %

  	
  [less than 4A%]

  	
   

  	
  of the next:

  	
   

  	
        

  	
  %

  



 










	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *Of Match Eligible Contributions
  (expressed as a percentage of Plan Compensation) for payroll periods ending
  within the Matching Contribution Period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  The Match Eligible
  Contributions are the ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Employee Pre-Tax
  Contributions (except as provided in F.14.).

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employee After-Tax
  Contributions. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the Employer
  Regular Matching Contributions made on Employee After-Tax Contributions will
  be a discretionary amount determined by the Lead Employer. [NOTE:
  The Lead Employer may specify in a written action taken prior to the
  first day of the Plan Year that the Employer Regular Matching Contributions
  will be made on Employee After-Tax Contributions in accordance with a
  schedule that conforms with a schedule in a., b. or c. Otherwise, the
  Employer Regular Matching Contributions made for a Plan Year on Employee
  After-Tax Contributions will be allocated in proportion of the Employee
  After-Tax Contributions for payroll periods ending within the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  The Matching Contribution
  Period is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  each payroll period.

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  each month.

  
	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  each quarter of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
  e.

  	
  o

  	
  each half of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
  f.

  	
  o

  	
  other [specify]:       .
  [Note:
  Specify a period longer than a Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Regular Matching Contributions will be calculated
  based on the Match Eligible Contributions and Plan Compensation for each
  Matching Contribution Period – “true-up” contributions may be elected under
  3.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Regular Matching Contributions should not be
  deposited or allocated until the end of the Matching Contribution Period.]

  
										



 


21





















 


	
   

  	
   

  	
   

  	
  3.

  	
  The Employer Regular
  Matching Contributions will be calculated separately for each Matching
  Contribution Period and ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – the Matching
  Contribution Period is the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  “true-up” contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  then will be recalculated
  based on the Match Eligible Contributions and Plan Compensation for the Plan
  Year, and “true-up” contributions will be made accordingly, with respect to
  each eligible Participant described in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who is an Employee on the
  last day of the Plan Year. However, this requirement does not apply if the
  Participant’s Termination of Service occurred during the Plan Year because
  he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  The Employer Regular
  Matching Contribution is ... [check one]:
  [NOTE: If Employer Regular Matching Contributions are
  contingent on Net Profits, the Matching Contribution Period must be
  the Plan Year and the contributions should not be deposited or allocated
  until after the end of the Plan Year.]

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  not contingent on Net
  Profits.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  contingent on ... [check one]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  accumulated

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the
  Participating Employers, determined under ... [check one]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A - such contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employer Regular Matching
  Contributions received under the above schedule for the Plan Year. The
  allocation will be made among all eligible Participants described in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  Match Eligible
  Contributions of each eligible Participant that do not exceed
       % of his/her Plan Compensation for the Plan
  Year. The allocation will be made among all eligible Participants described
  in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  



 


22





















 


	
  Fixed Contributions – based on Dollar Amount of Match
  Eligible Contributions

  	
   

  	
  b.

  	
  o

  	
  determined under the
  following schedule ... [complete schedule
  and the items that follow]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Employer Regular

  Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of the Match Eligible

  Contributions*:

  	
   

  
	
  Optional:

  – Profits Contingency

  – Discretionary Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
       %

  	
   

  	
  of the first:

  	
   

  	
  $     .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
       %

  	
  [less
  than 1A%]

  	
   

  	
  of the next:

  	
   

  	
  $     .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
       %

  	
  [less than 2A%]

  	
   

  	
  of the next:

  	
   

  	
  $     .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
       %

  	
  [less than 3A%]

  	
   

  	
  of the next:

  	
   

  	
  $     .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
       %

  	
  [less than 4A%]

  	
   

  	
  of the next:

  	
   

  	
  $     .

  	
   

  



 










	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *Of Match Eligible Contributions
  (expressed as a dollar amount) for payroll periods ending within the Matching
  Contribution Period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  The Match Eligible
  Contributions are the ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Employee Pre-Tax
  Contributions (except as provided in F.14.).

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employee After-Tax
  Contributions. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the Employer
  Regular Matching Contributions made on Employee After-Tax Contributions will
  be a discretionary amount determined by the Lead Employer. [NOTE:
  The Lead Employer may have specified in a written action taken prior to
  the first day of the Plan Year that the Employer Regular Matching
  Contributions will be made on Employee After-Tax Contributions in accordance
  with a schedule that conforms with a schedule in a., b. or c. Otherwise, the
  Employer Regular Matching Contributions made for a Plan Year on Employee
  After-Tax Contributions will be allocated in proportion of the Employee
  After-Tax Contributions for payroll periods ending within the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  The Matching Contribution
  Period is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  each payroll period.

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  each month.

  
	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  each quarter of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
  e.

  	
  o

  	
  each half of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
  f.

  	
  o

  	
  other [specify]:       . [Note: Specify a period
  longer than a Plan Year.]

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Regular Matching Contributions will be calculated
  based on the Matching Eligible Contributions and Plan Compensation for each
  Matching Contribution Period –”true-up” contributions may be elected under
  3.]

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Employer Regular Matching Contributions should not be
  deposited or allocated until the end of the Matching Contribution Period.]

  
	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  The Employer Regular
  Matching Contribution will be calculated separately for each Matching
  Contribution Period and ... [check one]:

  



 


23





















 


	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – the Matching
  Contribution Period is the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  “true-up” contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  then will be recalculated
  based on the Match Eligible Contributions and Plan Compensation for the Plan
  Year, and “true-up” contributions will be made accordingly, with respect to
  each eligible Participant described in I.7. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who is an Employee on the
  last day of the Plan Year. However, this requirement does not apply if the
  Participant’s Termination of Service occurred during the Plan Year because
  he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  The Employer Regular
  Matching Contribution is ... [check one]:
  [NOTE: If Employer Regular Matching Contributions are
  contingent on Net Profits, the Matching Contribution Period must be
  the Plan Year and the contributions should not be deposited or allocated
  until after the end of the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  not contingent on Net Profits.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  contingent on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the
  Participating Employers, determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A - such contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employer Regular Matching
  Contributions received under the above schedule for the Plan Year. The
  allocation will be made among all eligible Participants described in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  Match Eligible
  Contributions of each eligible Participant that do not exceed $    for the Plan Year. The allocation will be made among all eligible
  Participants described in I.7 ... [check
  if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Contributions – based on Years of Credited Service:

  	
   

  	
  c.

  	
  o

  	
  determined under the
  following schedule ... [complete schedule
  and the items that follow]: [NOTE:
  Use of this option will require benefits, rights and features testing under
  Code § 401(a)(4).] [NOTE: If
  this option is elected, the Matching Contribution Period is the Plan Year and
  contributions should not be deposited or allocated until after the end of the
  Plan Year.]

  
														



 


24





















 


	
  Optional:

  – Profits Contingency

  – Discretionary Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Employer Regular

  Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of Match Eligible Contributions

  for Participants with at least the

  following number of

  years of credited service:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
       %

  	
   

  	
   

  	
   

  	
  1 yr. [NOTE: If
  more than one year of Service is required to participate in the Employer
  Regular Matching Component, that service requirement must be satisfied to
  receive a contribution.]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
       %

  	
  [more than
  1A%]

  	
   

  	
   

  	
   

  	
     yrs.
  [more than 1B]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
       %

  	
  [more than 2A%]

  	
   

  	
   

  	
   

  	
     yrs.
  [more than 2B]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
       %

  	
  [more than 3A%]

  	
   

  	
   

  	
   

  	
     yrs.
  [more than 3B]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
       %

  	
  [more than 4A%]

  	
   

  	
   

  	
   

  	
     yrs.
  [more than 4B]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  The Match Eligible
  Contributions are the ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Employee Pre-Tax
  Contributions (except as provided in F.14.).

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employee After-Tax
  Contributions. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the Employer
  Regular Matching Contributions made on Employee After-Tax Contributions will
  be a discretionary amount determined by the Lead Employer. [NOTE:
  The Lead Employer may specify in a written action taken prior to the
  first day of the Plan Year that the Employer Regular Matching Contributions
  will be made on Employee After-Tax Contributions in accordance with a
  schedule that conforms with a schedule in a., b. or c. Otherwise, the
  Employer Regular Matching Contributions made for a Plan Year on Employee
  After-Tax Contributions will be allocated in proportion of the Employee
  After-Tax Contributions for payroll periods ending within the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  The Participant’s years of
  credited service for this purpose means ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  the number of Plan Years in
  which the Participant had        [1,000 or less] or more Hours of
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  the number of years of
  elapsed time Service of the Participant as of the last day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  The Employer Regular
  Matching Contribution is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  not contingent on Net
  Profits.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  contingent on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the
  Participating Employers, determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .

  
																				



 


25





















 


	
   

  	
   

  	
   

  	
  4.

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – such contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Employer Regular Matching
  Contributions received under the above schedule for the Plan Year. The
  allocation will be made among all eligible Participants described in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  Match Eligible
  Contributions of each eligible Participant that do not exceed
      % of his/her Plan Compensation for the Plan Year. The
  allocation will be made among all eligible Participants described in I.7 ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discretionary Contributions

  	
   

  	
  d.

  	
  o

  	
  a discretionary amount
  determined by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Lead Employer may
  specify in a written action taken prior to the first day of the Plan
  Year that Employer Regular Matching Contributions will be made for such Plan
  Year in accordance with a schedule that conforms with a schedule specified in
  a., b. or c., above. A separate schedule may apply to Employee Pre-Tax
  Contributions and Employee After-Tax Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  If such written action is not
  taken prior to the first day of the Plan Year, then any Employer Regular
  Matching Contribution made for the Plan Year on Employee Pre-Tax
  Contributions will be allocated ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  in proportion to Employee
  Pre-Tax Contributions (except as provided in F.14.) for payroll periods
  ending within the Plan Year that do not exceed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – no limit.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  $    .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
       %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  the lesser of $     or     %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  under the following
  schedule ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The following

  percent of the Employer

  Regular Matching

  Contribution for

  the Plan Year:

  	
   

  	
   

  	
   

  	
  Will be allocated in

  proportion to Employee

  Pre-Tax Contributions

  (except as provided in

  F.14.) that do not exceed

  the following percent of

  Plan Compensation for

  the Plan Year:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
     

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
     

  	
  %

  	
  [less than 1B%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
     

  	
  %

  	
  [less than 2B%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total = 100%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: The steps in the allocation formula provide cumulative
  contributions at lower deferral levels.]

  
																					



 


26





















 


	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  under the following
  schedule ... [complete]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  The following dollar

  amount of the Employer

  Regular Matching

  Contribution for

  the Plan Year:

  	
   

  	
   

  	
   

  	
  Will be allocated in

  proportion to Employee

  Pre-Tax Contributions

  (except as provided in

  F.14.) that do not exceed

  the following percent of

  Plan Compensation for

  the Plan Year:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  The
  first:

  	
   

  	
  $      .

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
  The
  next:

  	
   

  	
  $      .

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
  [less than 1B%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
  The remainder:

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
  [less than 2B%]

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [NOTE: The steps in the allocation
  formula provide cumulative contributions at lower deferral levels.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Any Employer Regular
  Matching Contribution made for the Plan Year on Employee After-Tax
  Contributions will be allocated in proportion of Employee After-Tax
  Contributions for payroll periods ending within the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: If the Plan provides for discretionary Employer Safe-Harbor
  Matching Contributions, Employer Safe-Harbor Matching and Regular Matching
  Contributions will remain subject to the Actual Contribution Percentage Test
  of Code § 401(m) if discretionary contributions made on behalf of any
  Participant exceed 4% of his/her Plan Compensation for the Plan Year.]

  
	
   

  	
   

  	
   

  
	
  Minimums and Maximums:

  [Plan Sec. 5.2(d)]

  	
  I.9.

  	
  The minimum Employer
  Regular Matching Contribution that any Participant who has Match Eligible
  Contributions can receive for any Plan Year is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A – no minimum (except as
  results from the matching schedule).

  
	
   

  	
  b.

  	
  o

  	
  $     .

  
	
   

  	
  c.

  	
  o

  	
       %
  of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I.10.

  	
  The maximum Employer
  Regular Matching Contribution that any Participant can receive for any Plan
  Year is ... [check one]: [NOTE: A
  separate maximum needs to be specified only if the match is discretionary and
  a maximum is desired, or if a matching schedule applies and a maximum is
  desired that is less than the maximum otherwise resulting from the matching
  schedule.]

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A – no maximum (except as results from the
  matching schedule).

  
	
   

  	
  b.

  	
  o

  	
  $     .

  
	
   

  	
  c.

  	
  o

  	
        % of Plan
  Compensation for the Plan Year.

  
	
   

  	
  d.

  	
  o

  	
  the lesser of $     or
       % of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting Schedule for Employer Regular Matching Component:

  [Plan Sec. 10.2(e)]

  	
  I.11.

  	
  A Participant’s vested
  percentage in his/her Employer Regular Matching Contribution Account will be ...
  [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  100% at all times.

  
	
  b.

  	
  o

  	
  determined under the following schedule ... [complete as desired]:

  
																				



 


27





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Years of

  Service

  	
   

  	
   

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
  [20% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
  [40% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
  [60% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
  [80% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  7
  or more

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  determined under the
  following schedule ... [complete as
  desired]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Years of

  Service

  	
   

  	
   

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5
  or more

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: If the Plan is Top-Heavy, and if the vesting schedule
  specified above does not satisfy the vesting requirements appropriate for a
  Top-Heavy Plan under Plan Sec. 17.2, the vested percentage of the Participant
  will be the greater of the vested percentage determined under the vesting
  schedule specified above or the applicable vesting schedule specified in Plan
  Sec. 17.2. If the Plan was, but has ceased to be Top-Heavy, the appropriate
  vesting schedule will be determined under Q.3.]

  
	
   

  	
   

  	
   

  
	
   

  	
  I.12.

  	
  The vesting schedule
  specified above applies to the Employer Regular Matching Contribution
  Accounts ... [check one]: [NOTE: If
  the vesting schedule is amended, special rules (including a participant
  election) may apply under Plan Sec. 10.2(k).]

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  of all Participants.

  
	
   

  	
  b.

  	
  o

  	
  of Participants who become ...
  [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employees

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Active Participants in the
  Employer Regular Matching Component

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... on or after       
  [month day, year] (and the
  vesting schedule in effect prior to such date will apply to all other
  Participants).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  reflecting Employer Regular
  Matching Contributions made for periods on or after       
  [month day, year] (and the
  vesting schedule in effect prior to such date will apply to all Employer
  Regular Matching Contributions made for periods prior to such date).

  
	
   

  	
   

  	
   

  	
   

  
	
  Treatment of Forfeitures:

  [Plan Sec. 5.2(g)]

  	
  I.13.

  	
  A Pending Allocation
  Account that reflects Forfeitures from Employer Regular Matching Contribution
  Accounts ... [check one]:

  
	
   

  	
   

  	
   

  
	
  [complete only if a vesting  schedule applies with  respect to any part or all  of the Employer Regular Matching
  Contribution Account]

  	
   

  	
  a.

  	
  o

  	
  can

  
	
   

  	
  b.

  	
  o

  	
  cannot

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be applied to pay
  administrative expenses of the Plan if so directed by the Plan Administrator.

  



 


28





















 


	
   

  	
   

  	
  I.14.

  	
  A Pending Allocation
  Account that reflects Forfeitures from Employer Regular Matching Contribution
  Accounts (to the extent not applied to pay administrative expenses if
  permitted in I.13.) will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  applied as a credit against
  ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer Safe-Harbor and/or
  Regular Matching Contributions

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Safe-Harbor and/or
  Regular Profit Sharing Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... that are made under the
  Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  allocated as of the last
  day of the Plan Year as an additional ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer Regular Matching
  Contribution.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Regular Profit
  Sharing Contribution. [NOTE: If the Plan provides for a
  fixed contribution determined under an integrated formula, the allocation
  will be made in proportion to Plan Compensation for the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The allocation will be made
  in the same manner as (and as part of) any variable contribution, or in
  proportion to any fixed contribution, under the Plan. [NOTE: If
  the Plan provides for a variable contribution (e.g., a discretionary
  contribution), and a contribution is not made for a Plan Year, the allocation
  will be made in the same manner as the variable contribution would have been
  allocated.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  allocated as of the last
  day of the Plan Year in proportion to Plan Compensation for the Plan Year.
  The allocation will be among all eligible Participants described in I.7.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
   

  	
  I.15.

  	
  Withdrawals are allowed
  from Employer Regular Matching Contribution Accounts...[check a., or check each of b. through d. that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  for any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age 591/2.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age       
  [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  and completion of       
  years of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  but only if at the time of
  the withdrawal the Participant is ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  fully vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at least       %
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in his/her Employer
  Regular Matching Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  completion of       
  years of ... [check one]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  
	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  at any age on account of
  Hardship ... [check if applicable]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  but only if at the time of
  the withdrawal the Participant is ... [check
  one]:

  



 


29





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  fully vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at least     %
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in his/her Employer
  Regular Matching Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
  for any reason, but only if
  at the time of the withdrawal the Participant is fully vested in his/her
  Employer Regular Matching Contribution Account, and provided the withdrawal
  may not include amounts allocated to the Contribution Account within two
  years prior to the withdrawal ... [check
  if applicable]: [NOTE: The calculation of the
  maximum amount available for withdrawal is set forth in Plan Sec. 11.2(a).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  unless the Participant has
  completed five years of participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  



 


J.     Employer Regular Profit Sharing Component


 


	
  Profit Sharing 

  Contributions:

  [Plan Sec. 6.2] 

  	
  J.1.

  	
  Employer Regular Profit
  Sharing Contributions ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  ý

  	
  will

  
	
  b.

  	
  o

  	
  will not [Skip to Section K.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... be made under the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
  Excluded Employment Categories:

  [Plan Sec. 2.14(a)]

  	
   

  	
  J.2.

  	
  Covered Employment with
  respect to the Employer Regular Profit Sharing Component does not include ...
  [check one]: [NOTE:
  Any exclusions below are in addition to any exclusions in D.1.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  N/A – there are no
  additional exclusions.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  employment ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  as a Highly Compensated
  Employee.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  as a Key Employee.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  other [specify]:       .
  [Note:
  Specify a group whose exclusion will not result in discrimination in favor of
  Highly Compensated Employees.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Age and Service Requirements:

  [Plan Sec. 3.1(a)]

  	
   

  	
  J.3.

  	
  For an Employee to
  participate in the Employer Regular Profit Sharing Component, he/she must
  have attained age ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  21 [21 or less].

  
	
   

  	
   

  	
  b.

  	
  o

  	
  N/A – there is no age
  requirement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.4.

  	
  For an Employee to
  participate in the Employer Regular Profit Sharing Component, he/she must
  have completed ... [check one]:
  [NOTE: If more than one year of Service (12 months of
  elapsed time Service) is required for eligibility, the Plan must provide for
  full and immediate vesting of Employer Regular Profit Sharing Contribution
  Accounts.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  one year of Service (determined
  under D.9.).

  
	
   

  	
   

  	
  b.

  	
  o

  	
  two years of Service
  (determined under D.9.).

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  3 [24 or less] months of Service determined using the
  elapsed time method (irrespective of the election in D.9.).

  
	
   

  	
   

  	
  d.

  	
  o

  	
  N/A – there is no service
  requirement.

  
	
   

  	
   

  	
   

  	
   

  
	
  Entry:

  [Plan Secs. 2.27 and 3.1(a)]

  	
   

  	
  J.5.

  	
  An Employee in Covered
  Employment will become an Active Participant in the Employer Regular Profit
  Sharing Component on the Entry Date that ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  coincides with or next
  follows

  
	
   

  	
   

  	
  b.

  	
  o

  	
  coincides with or next
  precedes

  
	
   

  	
   

  	
  c.

  	
  o

  	
  is nearest to

  



 


30





















 


	
   

  	
   

  	
   

  	
  ... the date he/she
  satisfies the age and service requirements for such Component.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.6.

  	
  The Entry Dates for the
  Employer Regular Profit Sharing Component are the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  first day of each Plan Year
  and the first day of the seventh month of each Plan Year.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  first day of each quarter
  of each Plan Year.

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  first day of each month.

  
	
   

  	
   

  	
  d.

  	
  o

  	
  first day of each payroll
  period.

  
	
   

  	
   

  	
  e.

  	
  o

  	
  day on which the age and
  service requirements are satisfied.

  
	
   

  	
   

  	
  f.

  	
  o

  	
  first day of each Plan
  Year. [NOTE: This option is permitted only if (i) there is
  no age requirement or the age requirement specified in J.3.a. does not exceed
  201⁄2, and (ii) there is no service requirement or the service requirement
  specified in J.4.c. or d. does not exceed 6 months, or 18 months if full and
  immediate vesting.]

  
	
   

  	
   

  	
  g.

  	
  o

  	
  other [specify]:       .
  [NOTE: The Entry Dates specified must be at least as
  favorable as one of the choices in a. – f.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Requirements to Share in the Employer Regular Profit
  Sharing Contribution:

  [Plan Sec. 6.2(a) or (b)]

  	
   

  	
  J.7.

  	
  To share in the Employer
  Regular Profit Sharing Contribution for a Plan Year, a Participant must be an
  Active Participant in the Employer Regular Profit Sharing Component at some
  time during the Plan Year ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  but need not be an Employee
  on the last day of the Plan Year or have completed any specified number of
  Hours of Service.

  
	
   

  	
  b.

  	
  o

  	
  and must either be
  an Employee on the last day of the Plan Year or must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, these
  requirements do not apply if the Participant’s Termination of Service
  occurred during the Plan Year because he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  and must both be an
  Employee on the last day of the Plan Year and must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  these requirements do not
  apply

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the last day requirement
  does not apply

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... if the Participant’s Termination of Service occurred during the
  Plan Year because he/she ... [check each
  that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
  and must be an Employee on
  the last day of the Plan Year. However, this requirement does not apply if
  the Participant’s Termination of Service occurred during the Plan Year
  because he/she ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  



 


31





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  o

  	
  and must have completed at
  least        [1,000
  or less] Hours of Service during the Plan Year. However, this
  requirement does not apply if the Participant’s Termination of Service
  occurred during the Plan Year because he/she ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  age [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contribution/Allocation Formula:

  [Plan Sec. 6.2(a) or (b)] 

  	
   

  	
  J.8.

  	
  The Employer Regular Profit
  Sharing Contribution for each Plan Year will ... [check one of a. through e., and check  f. if it applies.  Do not check b. or d. if any Controlled
  Group Member maintains any other plan that is integrated and that covers any
  of the same Participants]:  [NOTE: If
  the Plan is Top-Heavy, the contribution formula or allocation method for the
  Employer Regular Profit Sharing Contributions will be applied with the
  applicable modifications described in Plan Sec. 17.1(b) unless an additional
  contribution is elected in Q.2.]

  



 


32





















 


	
  Non-Integrated Variable Formula – Discretionary or Non-Discretionary
  with Profits Contingency

  	
   

  	
  a.

  	
  ý

  	
  be allocated among the
  eligible Participants ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  in proportion to Plan
  Compensation for the Plan Year

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  as an equal dollar amount
  (subject to the limits of Code § 415)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... using the nonintegrated allocation formula in Plan Sec. 6.2(a)(1).
  The amount of the contribution will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  ý

  	
  a discretionary amount
  determined by the Lead Employer (not contingent on Net Profits).

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
       %
  of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the Participating Employers, determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  other [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Integrated
  Variable Formula – Discretionary or Non-Discretionary with Profits
  Contingency

  	
   

  	
  b.

  	
  o

  	
  be allocated among the eligible Participants using an integrated
  allocation formula in Plan Sec. 6.2(a)(2). The amount of the contribution
  will be ... [check 1., 2. or 3., and
  complete 4. and 5. below]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  a discretionary amount determined by the Lead
  Employer (not contingent on Net Profits).

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
      % of ... [check one]:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  current (for the fiscal year ending with or within
  the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the Participating Employers,
  determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  other [specify]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... but not to exceed the
  maximum amount deductible under the Code (or such other limits as may be
  imposed under the Plan).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
     % [15% or less] of
  the aggregate Plan Compensation for the Plan Year of all eligible
  Participants.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  The Integration Level is ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  the Taxable Wage Base in
  effect at the beginning of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  $    [not more than the Taxable Wage Base in effect at
  the beginning of the Plan Year in which this dollar amount is first
  effective].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
      % [less than 100%] of the Taxable Wage
  Base in effect at the beginning of the Plan Year ... [check if desired]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  increased to the next
  highest whole dollar.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  The integrated allocation formula used is the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Two-step formula.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  Three-step formula.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  Four-step formula.

  



 


33





















 


	
  Non-Integrated Fixed Formula – Non-Discretionary with
  Optional Profits Contingency

  	
   

  	
  c.

  	
  o

  	
  equal a fixed amount for
  each eligible Participant. The amount of the contribution will be ... [check one of 1., 2. or 3., and complete 4. and 5.
  below]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  $    for
  the Plan Year.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  $    for
  each ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Hour of Service

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  day

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  week

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... as an Active
  Participant in the Employer Profit Sharing Component during the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
      % [not to exceed 15%] of Plan Compensation
  for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  The Employer Regular Profit
  Sharing Contribution is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  not contingent on Net
  Profits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  contingent on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the
  Participating Employers, determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  The Lead Employer ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  does not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  does

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... have the discretion to direct that an additional Employer Regular
  Profit Sharing Contribution be made for a Plan Year which, if made, will be
  allocated among the eligible Participants described in J.7. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  who are Non-Highly
  Compensated Employees

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in proportion to the Plan Compensation for the Plan Year of each
  eligible Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Integrated

  Fixed Formula –

  Non-Discretionary with Optional Profits Contingency

  	
   

  	
  d.

  	
  o

  	
  equal a fixed amount for each eligible Participant.
  The amount of the contribution will be ... [complete
  1. through 5. below]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
       %
  of Plan Compensation for the Plan Year, plus

  
	
   

  	
   

  	
   

  	
  2.

  	
       %
  of Plan Compensation for the Plan Year in excess of the Integration Level [the percentage in 2. may not exceed the lesser of
  the percentage in 1. or the percentage in the table below]:

  



 


34





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Table

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  If the Integration Level is:

  	
   

  	
  The maximum percentage is:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  The Taxable Wage Base for
  the current year (“TWB”)

  	
   

  	
  5.7

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  More than 80% of the TWB
  but less than 100% of the TWB

  	
   

  	
  5.4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  More than the greater of
  20% of the TWB or $10,000 but not more than

  80% of the TWB

  	
   

  	
  4.3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Less than or equal to the
  greater of $10,000 or 20% of the TWB

  	
   

  	
  5.7

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  The Integration Level is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  the Taxable Wage Base in
  effect at the beginning of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
      % [less than 100%] of the Taxable Wage
  Base in effect at the beginning of the Plan Year ... [check if desired]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  increased to the next
  highest whole dollar.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  The Employer Regular Profit
  Sharing Contribution is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  not contingent on Net
  Profits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  contingent on ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  current (for the fiscal
  year ending with or within the Plan Year)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  accumulated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... Net Profits of the
  Participating Employers, determined under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  GAAP o before o after the payment of discretionary bonuses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  other [specify]:       .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  The Lead Employer ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  does not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  does

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... have the discretion to direct that an additional Employer Regular
  Profit Sharing Contribution be made for a Plan Year which, if made, will be
  allocated among the eligible Participants described in J.7. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  who are Non-Highly
  Compensated Employees

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in proportion to the Plan Compensation for the Plan Year of each
  eligible Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Uniform
  Point Formula

  	
   

  	
  e.

  	
  o

  	
  be allocated among the
  eligible Participants in proportion to the “points” of each eligible Participant.
  An eligible Participant will be awarded ... [check
  one or both of 1. and 2., and check 3. if it applies]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
      
  [specify a whole number] points for each year of age he/she has attained by the last day of the
  Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
      
  [specify a whole number] points for each year of credited service he/she has completed by the
  last day of the Plan Year. ... [complete]

  
															



 


35





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  The Participant’s years of
  credited service for this purpose means ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  the number of Plan Years in
  which the Participant had        [1,000 or less] or more Hours of
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  the number of years of
  elapsed time Service of the Participant as of the last day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  The Participant’s years of
  credited service taken into account will not exceed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  N/A - there is no limit.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
      years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  [check 3.
  if points are awarded based on compensation]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
     [specify
  a whole number] points
  for each $    [not
  more than $200] of Plan Compensation for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prevailing
  Wage Formula

  	
   

  	
  f.

  	
  o

  	
  equal a fixed amount for
  each hour working on a project and in a job category covered by the
  Prevailing Wage Laws. The amount of the contribution will be determined ... [check one of 1. or 2., and complete 3. and 4.]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  as specified on the
  Prevailing Wage Addendum. [NOTE: A contribution will be made
  only with respect to projects and job categories listed on the Prevailing
  Wage Addendum.]

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  as follows ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  For contracts classified as ...

  	
   

  	
  The
  contribution amount will be ...

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  $

  	
   

  	
  per hour

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
  % of the prevailing wage.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  $

  	
   

  	
  per hour

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
  % of the prevailing wage.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  $

  	
   

  	
  per hour

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
  % of the prevailing wage.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  The contribution will be
  made on behalf of each Active Participant in the Prevailing Wage Component ...
  [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  who is a Non-Highly
  Compensated Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  If such a Participant also
  is eligible for an Employer Regular Profit Sharing Contribution for a Plan
  Year, such contribution ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – such Participants
  will not be eligible for Employer Regular Profit Sharing Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  will not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  will

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... be offset by the Prevailing
  Wage Contribution.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE: Employer Regular Profit Sharing Contributions should not be
  deposited or allocated until the end of the Plan Year (except under a
  Prevailing Wage Component).]

  
																		



 


36





















 


	
  Vesting Schedule for Employer Regular Profit Sharing Component:
[Plan Sec.
  10.2(e)]

  	
   

  	
  J.9.

  	
  A Participant’s vested
  percentage in his/her Employer Regular Profit Sharing Contribution Account
  will be ... [check one]:

  



  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  100% at all times.

  
	
   

  	
  b.

  	
  ý

  	
  determined under the
  following schedule ... [complete as desired]:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Years of

  Service

  	
   

  	
   

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  25

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
  50

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
  75

  	
  %

  	
  [20% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  [40% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  [60% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  [80% or more]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  7
  or more

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  determined under the
  following schedule ... [complete as
  desired]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Years of

  Service

  	
   

  	
   

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5
  or more

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  If the Plan is
  Top-Heavy, and if the vesting schedule specified above does not satisfy the
  vesting requirements appropriate for a Top-Heavy Plan under Plan Sec. 17.2,
  the vested percentage of the Participant will be the greater of the vested
  percentage determined under the vesting schedule specified above or the
  applicable vesting schedule specified in Plan Sec. 17.2.  If the Plan was, but has ceased to be
  Top-Heavy, the appropriate vesting schedule will be determined under Q.3.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.10.

  	
  The vesting schedule
  specified above applies to the Employer Regular Profit Sharing Contribution
  Accounts ... [check one]: [NOTE: If
  the vesting schedule is amended, special rules (including a participant
  election) may apply under Plan Sec. 10.2(k).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  of all Participants.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  of Participants who become ...
  [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employees

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Active Participants in the
  Employer Regular Profit Sharing Component

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... on or after        [month day, year] (and the vesting
  schedule in effect prior to such date will apply to all other Participants).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  reflecting Employer Regular
  Profit Sharing Contributions made for periods on or after       
  [month day, year] (and the
  vesting schedule in effect prior to such date will apply to all Employer
  Regular Profit Sharing Contributions made for periods prior to such date).

  
																	



 


37





















 


	
  Treatment of Forfeitures:

  [Plan Sec. 6.2(d)]

  	
   

  	
  J.11.

  	
  A Pending Allocation
  Account that reflects Forfeitures from Employer Regular Profit Sharing
  Contribution Accounts ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [complete only if a vesting schedule
  applies with respect to any part or all of the Employer Regular Profit
  Sharing Contribution Account]

  	
   

  	
  a.

  	
  ý

  	
  can

  
	
   

  	
  b.

  	
  o

  	
  cannot

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be applied to pay
  administrative expenses of the Plan if so directed by the Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.12.

  	
  A Pending Allocation
  Account that reflects Forfeitures from Employer Regular Profit Sharing
  Contribution Accounts (to the extent not applied to pay administrative
  expenses if permitted in J.11) will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  applied as a credit against
  ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  Employer Safe-Harbor and/or
  Regular Matching Contributions

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  Employer Safe-Harbor and/or
  Regular Profit Sharing Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... that are made under the
  Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  allocated as of the last
  day of the Plan Year as an additional Employer Regular Profit Sharing
  Contribution. The allocation will be made in the same manner as (and as part
  of) any variable contribution, or in proportion to any fixed contribution
  (disregarding any contribution under a prevailing wage formula), under the
  Plan. [NOTE: If the Plan provides for a variable
  contribution (e.g., a discretionary contribution), and a contribution is not
  made for a Plan Year, the allocation will be made in the same manner as the
  variable contribution would have been allocated.] [NOTE: If the Plan provides
  for a fixed contribution under an integrated formula, the allocation will be
  made in proportion to Plan Compensation for the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  allocated as of the last
  day of the Plan Year in proportion to Plan Compensation for the Plan Year.
  The allocation will be among all eligible Participants described in J.7.

  



 


38





















 


	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
   

  	
  J.13.

  	
  Withdrawals are allowed
  from Employer Regular Profit Sharing Contribution Accounts ... [check a., or check each of b. through d. that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  for any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  age 591⁄2.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  and completion of
         years of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  but only if at the time of
  the withdrawal the Participant is ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  fully vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at least    %
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in his/her Employer
  Regular Profit Sharing Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  completion of
         years of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  at any age on account of
  Hardship ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  but only if at the time of
  the withdrawal the Participant is ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  fully vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at least
       % vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... in his/her Employer
  Regular Profit Sharing Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
  for any reason, but only if
  at the time of the withdrawal the Participant is fully vested in his/her
  Employer Regular Profit Sharing Contribution Account, and provided the
  withdrawal may not include amounts allocated to the Contribution Account
  within two years prior to the withdrawal ... [check
  if applicable]: [NOTE: The calculation of the
  maximum amount available for withdrawal is set forth in Plan Sec. 11.2(a).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  unless the Participant has
  completed five years of participation in the Plan. [NOTE:
  Participation is measured on an elapsed time basis from the Entry Date.]

  



 


39





















 


K.            Employer Qualified Matching and Profit Sharing Component


 


[NOTE:  Contributions elected
under this Section K. are in addition to any Employer Safe-Harbor Matching,
Regular Matching, Safe-Harbor Profit Sharing or Regular Profit Sharing
Contributions.]


 


	
  Employer Qualified Contributions:

  [Plan Secs. 5.3 and 6.3]

  	
   

  	
  K.1.

  	
  Employer Qualified Matching
  and/or Qualified Profit Sharing Contributions ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  will

  
	
   

  	
  b.

  	
  o

  	
  will not [Skip to Section L.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... be made under the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  Employer Qualified
  Matching and/or Qualified Profit Sharing Contributions must be made within
  twelve months following the close of the applicable Plan Year.  However, contributions made later than 30
  days after the employer’s tax filing deadline must be treated as Annual
  Additions in the Limitation Year made for purposes of Code § 415.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  The “applicable” Plan
  Year is the current Plan Year if the current year testing method is used, or
  the prior Plan Year if the prior year testing method is used.]

  
	
   

  	
   

  	
   

  	
   

  
	
  Employer Qualified Matching Contributions (QMACs):

  [Plan Sec. 5.3]

  	
   

  	
  K.2.

  	
  Employer Qualified Matching
  Contributions (QMACs) will be allocated among the ... [check one of a. or b., and check one of c. – e.]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  Non-Highly Compensated
  Employees

  
	
   

  	
  b.

  	
  o

  	
  Highly and Non-Highly
  Compensated Employees  [NOTE:  This option is not appropriate if the
  “prior year” testing method is used.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... who ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  are eligible Participants
  described in I.7 (relating to the Employer Regular Matching Component) with
  respect to the applicable Plan Year.  [NOTE:  This option is appropriate only if the Plan
  includes an Employer Regular Matching Component.]

  
	
   

  	
   

  	
  d.

  	
  ý

  	
  benefit under the
  applicable Component for the applicable Plan Year. [NOTE:  The “applicable” Component is the Employee
  Pre-Tax Component in the case of a contribution made to satisfy the Actual
  Deferral Percentage (ADP) Test of Code § 401(k); or the Employer Regular
  Matching Component in the case of a contribution made to satisfy the Actual
  Contribution Percentage (ACP) Test of Code § 401(m).] [NOTE:  If a Component is disaggregated into two or
  more separate Components for purposes of the coverage requirements of Code §
  410(b), any discretionary contribution will be determined separately for each
  disaggregated Component.]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE:  An Employee “benefits”
  under the Employee Pre-Tax Component if he/she is eligible to make
  Employee Pre-Tax Contributions during the applicable Plan Year.  An Employee “benefits” under the Employer
  Regular Matching Component if he/she satisfies the requirements in I.7. for
  the applicable Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  o

  	
  are Active Participants in
  the Employee Pre-Tax Component ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  at some time during

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  on the last day of

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  throughout

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... the applicable Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  K.3.

  	
  Employer Qualified Matching
  Contributions (QMACs) will be a discretionary amount determined by the Lead
  Employer.  The contribution will be
  allocated ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  in proportion to the
  Employee Pre-Tax Contributions of each eligible Participant that do not
  exceed ... [check one]:

  



 


40





















 


	
   

  	
   

  	
   

  	
   

  	
  1

  	
  ý

  	
  N/A – no limit.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
      %
  of his/her Plan Compensation for the Plan Year.  [NOTE:  If the Plan includes an Employer
  Safe-Harbor Component, include a percentage no greater than 6%.]

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  $     .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  as an equal dollar amount
  to each eligible Participant who has Employee Pre-Tax Contributions.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  in proportion to the
  Employer Regular Matching Contributions of each eligible Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Qualified Profit Sharing Contributions (QNECs):

  	
   

  	
  K.4.

  	
  Employer Qualified Profit
  Sharing Contributions (QNECs) will be allocated among the ... [check one of a. or b., and check one of c. – e.]:

  
	
  [Plan Sec.
  6.3]

  	
   

  	
  a.

  	
  ý

  	
  Non-Highly Compensated
  Employees

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Highly and Non-Highly
  Compensated Employees  [NOTE:  This option is not appropriate if the
  “prior year” testing method is used.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... who ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  are eligible Participants
  described in J.7 (relating to the Employer Regular Profit Sharing Component)
  with respect to the applicable Plan Year. 
  [NOTE:  This
  option is appropriate only if the Plan includes an Employer Regular Profit
  Sharing Component.]

  
	
   

  	
   

  	
  d.

  	
  ý

  	
  benefit under the
  applicable Component for the applicable Plan Year.  [NOTE:  The “applicable” Component is the Employee
  Pre-Tax Component in the case of a contribution made to satisfy the Actual
  Deferral Percentage (ADP) Test of Code § 401(k); or the Employer
  Regular Matching Component in the case of a contribution made to satisfy the
  Actual Contribution Percentage (ACP) Test of Code § 401(m).]  [NOTE: 
  If a Component is disaggregated into two or more separate Components
  for purposes of the coverage requirements of Code § 410(b), any
  discretionary contribution will be determined separately for each
  disaggregated Component.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE:  An Employee “benefits”
  under the Employee Pre-Tax Component if he/she is eligible to make
  Employee Pre-Tax Contributions during the applicable Plan Year.  An Employee “benefits” under the Employer
  Regular Matching Component if he/she satisfies the requirements in I.7. for
  the applicable Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  o

  	
  are Active Participants in
  the Employee Pre-Tax Component ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  at some time during

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  on the last day of

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  throughout

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... the applicable Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  K.5.

  	
  Employer Qualified Profit
  Sharing Contributions (QNECs) will be a discretionary amount determined by
  the Lead Employer.  The contribution
  will be allocated ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  as a uniform percentage of
  Plan Compensation for the Plan Year... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  using testing compensation
  as the definition of Plan Compensation for the Plan Year instead of the
  definition in Item E.  [NOTE:
  For this purpose, “testing compensation” means the definition of compensation
  used for purposes of applying the Actual Deferral Percentage (ADP) Test or
  Actual Contribution Percentage (ACP) Test for the applicable Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  disregarding Plan
  Compensation for the Plan Year in excess of $    [specify a dollar amount less than the compensation
  limit in effect under Code § 401(a)(17)].

  



 


41





















 


	
   

  	
   

  	
  b.

  	
  o

  	
  as an equal dollar amount.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  first to the eligible
  Participant with the lowest Plan Compensation for the Plan Year, then to the
  eligible Participant with the next lowest Plan Compensation for the Plan
  Year, etc. until the applicable test is met, with the allocation to each
  eligible Participant limited to the amount permitted under Code
  § 415.  [NOTE:  This option is not appropriate if the allocation
  will be made to Highly Compensated Employees.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  If a Component is
  disaggregated into two or more separate Components for purposes of the
  coverage requirements of Code § 410(b), any discretionary contribution will
  be determined separately for each disaggregated Component.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
   

  	
  K.6.

  	
  Withdrawals are allowed
  from Employer Qualified Matching and/or Qualified Profit Sharing Contribution
  Accounts ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  for any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age (or
  age 591⁄2, if later).

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  age 591⁄2.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         [60
  or more].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  for Hardship after age 591⁄2.

  



 


L.            Employee
Rollover Component


 


	
  Employee Rollover Contributions:

  [Plan Sec. 4.5]

  	
   

  	
  L.1.

  	
  Employee Rollover
  Contributions are ... [check one]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  not allowed. [Skip to Section M.]

  
	
   

  	
  b.

  	
  ý

  	
  allowed if the Employee is ...
  [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  in Covered Employment (but
  regardless of whether he/she is an Active Participant).

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  an Active Participant in
  any Component of the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  L.2.

  	
  Employee Rollover
  Contributions will be allowed in ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  cash only ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that an outstanding
  loan made under a prior employer’s plan will be accepted if the loan is not
  in default and the transfer satisfies such requirements as may be imposed
  under the participant loan program (if any) of the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  cash or in kind (to the
  extent not prohibited by the Funding Agent), except that an outstanding loan
  made under a prior employer’s plan ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  will not be accepted.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  will be accepted only if
  the loan is not in default and the transfer satisfies such requirements as
  may be imposed under the participant loan program (if any) of the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service
  Withdrawals:

  	
   

  	
  L.3.

  	
  Withdrawals are allowed
  from Employee Rollover Contribution Accounts ... [check one]:

  
	
  [Plan Sec.
  11.2]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – in-service
  withdrawals are not allowed.

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  for any reason and at any
  time.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  for any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age 591⁄2.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age      .

  



 


42





















 


M.           Retirement, Disability and Hardship


 


	
  Retirement Age:

  [Plan Secs. 2.19 and 2.47]

  	
   

  	
  M.1.

  	
  The Normal Retirement Age
  is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  age 59 1/2 [65 or less].

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the later of age     
  [65 or less] or the     
  [5th or less] anniversary of
  the first day of the Plan Year in which the Participant commenced
  participation in the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M.2.

  	
  The Early Retirement Age is
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  N/A – early retirement is
  not recognized under the Plan.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  age
         [less
  than Normal Retirement Age].

  
	
   

  	
   

  	
  c.

  	
  o

  	
  the later of age
         [less
  than Normal Retirement Age] or the date on which the Participant
  completes        years of vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disability:

  [Plan Sec. 2.18]

  	
   

  	
  M.3.

  	
  A Participant will be
  deemed to be Disabled for purposes of the Plan if he/she ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  has a physical or mental
  condition that makes him/her unable to engage in any substantial gainful
  activity and that can be expected to result in death or has lasted or can be
  expected to last for at least a twelve-consecutive-month period.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  meets the standard for
  long-term disability benefits under any disability plan maintained by a
  Controlled Group Member.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  has been determined to be
  disabled for purposes of Social Security.

  
	
   

  	
   

  	
  d.

  	
  o

  	
  has a physical or mental
  condition that makes him/her permanently unable to perform the normal duties
  of his/her job with the Participating Employer.

  
	
   

  	
   

  	
  e.

  	
  o

  	
  has a physical or mental
  condition that makes him/her permanently unable to engage in any occupation
  for wage or profit for which he/she is reasonably fitted by training,
  education or experience.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hardship:

  [Plan Sec. 2.33]

  	
   

  	
  M.4.

  	
  A Participant will be
  deemed to be under a Hardship for purposes of the Plan if he/she has a
  financial need resulting from ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  expenses for medical care described
  in Code § 213(d) incurred by the Participant, his/her spouse, or his/her
  dependents (as defined in Code § 152), or necessary for any of those
  persons to obtain such medical care.

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  costs directly related to
  the purchase of the Participant’s principal residence (excluding mortgage
  payments).

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  payment of tuition and
  related educational fees for the next 12 months of post-secondary education
  for the Participant, his/her spouse, children, or dependents.

  
	
   

  	
   

  	
  d.

  	
  ý

  	
  the need to prevent the eviction
  of the Participant from the Participant’s principal residence or foreclosure
  on the mortgage of the Participant’s principal residence.

  
	
   

  	
   

  	
  e.

  	
  o

  	
  other [specify in a manner that prevents employer
  discretion]:       .  [NOTE:  This hardship standard does not apply to
  hardship withdrawals from Employee Pre-Tax Contribution Accounts prior to age
  591⁄2.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M.5.

  	
  The Hardship amount  ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  may

  
	
   

  	
   

  	
  b.

  	
  o

  	
  may not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... include any amount
  necessary to pay any federal, state or local income taxes or penalties
  reasonably expected to result from the distribution.

  
	
   

  	
   

  	
   

  	
   

  
	
  N.            Special
  Vesting Rules

  
	
   

  
	
  [NOTE:  Do not complete if the
  Plan provides for full and immediate vesting of all Contribution
  Accounts.  Skip to Section O.]

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
   

  	
  N.1.

  	
  A Participant’s vested
  percentage in his/her Employee Pre-Tax, After-Tax, Deductible, Forfeiture
  Restoration and Rollover Contribution Accounts, and in his/her Employer
  Safe-Harbor Matching, Qualified Matching, Safe-Harbor Profit Sharing and
  Qualified Profit Sharing Contribution Accounts, will be 100% at all times.

  



 


43





















 


	
   

  	
   

  	
   

  	
  A Participant’s vested
  percentage in his/her Employer Regular Matching Contribution Account will be
  determined under I.11.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  A Participant’s vested
  percentage in his/her Employer Regular Profit Sharing Contribution Account
  will be determined under J.9.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Service Disregarded for Vesting:

  	
   

  	
  N.2.

  	
  To determine the vested percentage
  of a Participant in his/her Employer Regular Matching or Regular Profit
  Sharing Contribution Account, Service ... [check
  each that applies]:

  
	
  [Plan Sec.
  10.2(f)]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  before the Participant
  attained the age of        [18 or less]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  before any Controlled Group
  Member first maintained this Plan (or a predecessor plan)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... will be disregarded. ...

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  Such Service also will be
  disregarded for purposes of determining ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  whether a Participant has
  satisfied the requirements to receive an in-service withdrawal that is
  conditioned on vesting Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Vesting Events:

  [Plan Sec. 10.2(b)]

  	
   

  	
  N.3.

  	
  A Participant will be fully
  vested in an Employer Regular Matching and/or Regular Profit Sharing
  Contribution Account if he/she ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  dies

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  becomes Disabled

  
	
   

  	
   

  	
  c.

  	
  o

  	
  attains age
         [less
  than Normal Retirement Age]

  
	
   

  	
   

  	
  d.

  	
  o

  	
  attains Early Retirement
  Age

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... while employed with a
  Controlled Group Member.  [NOTE:  A Participant will in all events be fully
  vested upon attainment of Normal Retirement Age while employed with a
  Controlled Group Member.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forfeitures:

  [Plan Sec. 10.2(g)]

  	
   

  	
  N.4.

  	
  The portion of an Employer
  Regular Matching or Regular Profit Sharing Contribution Account in which a
  Participant is not vested will become a Forfeiture on the earlier of the date
  the Participant incurs a period of five consecutive one year Breaks in
  Service or the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  first day of the Plan Year
  after the Plan Year in which

  
	
   

  	
   

  	
  b.

  	
  o

  	
  last day of the Plan Year
  in which

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  date on which

  
	
   

  	
   

  	
  d.

  	
  o

  	
  last day of the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  first

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  second

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  third

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  fourth

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  fifth

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... Plan Year after the Plan
  Year in which

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... the Participant receives
  a full distribution of the vested portion of the Contribution Account (or
  immediately upon Termination of Service if the Participant is not vested in
  the Contribution Account).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting Formula for Partially Vested:

  [Plan Sec. 10.2(c) and (g)]

  	
   

  	
  N.5.

  	
  If a Participant receives a
  distribution after his/her Termination of Service of less than the full
  vested balance of a partially vested Employer Regular Matching or Regular
  Profit Sharing Account ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  the following formula will
  apply after the distribution to determine the vested portion of the
  Contribution Account ... [check one]:  [NOTE:  Under this option, a partial distribution
  will not result in an immediate Forfeiture.] 
  [NOTE:  This

  



 


44





















 


	
   

  	
   

  	
   

  	
   

  	
  formula will also apply if a Participant is eligible to and does
  receive an in-service withdrawal (including those for Hardship) from a
  partially vested Employer Regular Matching and Regular Profit Sharing
  Account.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  P(AB+D)-D

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  P[AB+(RxD)]-(RxD)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  a proportionate share of
  the remaining balance of the Contribution Account will immediately become a
  Forfeiture.  [NOTE:  Under this option, the Forfeiture will be
  immediately taken from the Contribution Account and credited to the Pending
  Allocation Account reflecting Forfeitures.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  If a Participant makes a
  withdrawal (including those for Hardship) before his/her Termination of
  Service from a partially vested Employer Regular Matching or Regular Profit
  Sharing Contribution Account, the formula that will apply to determine the
  vested portion of such Contribution Account after the in-service withdrawal
  is ... [check one]:  [NOTE:  The variables used in the following
  formulas are described in Plan Sec. 10.2(c).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  N/A – In-service
  withdrawals are not permitted from partially vested Accounts.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  P(AB+D)-D

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  P[AB+(RxD)]-(RxD)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reinstatement upon Return to Service:

  [Plan Sec. 10.2(h)]

  	
   

  	
  N.6.

  	
  A Participant who has a
  Termination of Service, receives a distribution of the vested portion of an
  Employee Regular Matching or Regular Profit Sharing Contribution Account and
  returns to Covered Employment ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  will

  
	
   

  	
   

  	
  b.

  	
  o

  	
  will not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... be required to repay the
  prior distribution in order to have the amount of a prior Forfeiture
  reinstated to such Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Vesting Rules for Life Insurance:

  	
   

  	
  N.7.

  	
  The value attributable to a
  life insurance policy held for the Contribution Account of the Participant
  will be ... [check one]:

  
	
  [Plan Sec.
  10.3]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  N/A – life insurance is not
  available from a partially vested Contribution Account.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  fully vested
  notwithstanding the normal vesting rules applicable to the Contribution Account.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  subject to the normal
  vesting rules applicable to the Contribution Account ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  and all premiums paid on a
  term life policy (other than unearned premiums returned by the insurance
  company to the Trustee or Custodian) and, in the case of a cash value policy
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  the excess of the premium
  paid over the cash surrender value of the policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  the PS-58 cost charged to
  the Participant as a result of the Trustee or Custodian holding the policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... will be treated as a
  withdrawal for purposes of applying the formula specified in N.5.

  



 


O.            Employer
Securities


 


	
  Employer Securities:

  [Plan Sec. 14.15 and 14.16] 

  	
   

  	
  O.1.

  	
  The Plan ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  may not [Skip to Section P.]

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  may

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... hold Qualifying Employer
  Securities or Predecessor Employer Securities.

  



 


45





















 


	
  Voting Provisions:

  [Plan Secs. 14.15(d) and 14.16]

  	
   

  	
  O.2.

  	
  A Participant will be
  allowed to direct the vote on Qualifying Employer Securities credited to
  his/her Account on ... [check one]:  [NOTE:  A Participant is not allowed to vote with
  respect to Predecessor Employer Securities.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  any matter put to the vote
  of shareholders.  Qualifying Employer
  Securities for which Participants fail to provide timely direction will be
  voted ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  in the same proportion as
  the votes cast on securities for which other Participants provide timely
  direction.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  any significant corporate
  event (as defined in Plan Sec. 14.15(e)). ... [complete
  1. and 2.]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  Qualifying Employer
  Securities for which Participants fail to provide timely direction will be
  voted ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  in the same proportion as
  the votes cast on securities for which other Participants provide timely
  direction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  With respect to any matter
  other than a significant corporate event, Qualifying Employer Securities will
  be voted ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  N/A – not allowed to direct
  any vote.  Qualifying Employer
  Securities will be voted ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tender Provisions:

  [Plan Secs. 14.15(e)

  and 14.16]

  	
   

  	
  O.3.

  	
  A Participant will be
  allowed to direct the hold or sell/exchange decision on Qualifying Employer
  Securities or Predecessor Employer Securities credited to his/her Account in
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  any ... [check one or both]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  tender or exchange offer.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  cash or stock offer made in
  connection with a merger or other corporate transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qualifying Employer
  Securities or Predecessor Employer Securities for which Participants fail to
  provide timely direction will be held or sold/exchanged  ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  in the same proportion as
  the securities for which other Participants provide timely direction.

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  N/A – not allowed to direct
  the hold or sell/exchange decision in any corporate transaction.   Qualifying Employer Securities or
  Predecessor Employer Securities will be held or sold/exchanged ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  at the discretion of the
  Lead Employer, or a Named Fiduciary or Investment Manager designated by the
  Lead Employer.

  



 


46





















 


	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at the discretion of the
  Trustee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Kind
  Distribution Option:

  	
   

  	
  O.4.

  	
  A
  Participant ... [check one]:

  
	
  [Plan Sec.
  12.3(c)]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  may not take an in-service
  withdrawal (including those for Hardship) or a distribution following
  Termination of Service in the form of Qualifying Employer Securities or
  Predecessor Employer Securities.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  may take ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  an in-service withdrawal
  (if otherwise available) ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  including

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  excluding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... those for Hardship.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  a distribution following
  Termination of Service

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... in the form of Qualifying
  Employer Securities or Predecessor Employer Securities (to the extent the
  applicable Contribution Account is then invested in such securities).

  



 


P.            Payment
of Benefits


 


	
  Balances Less Than Cash-Out Amount:

  	
   

  	
  P.1.

  	
  The Benefit subject to
  involuntary cash-out is ... [check one]:

  
	
  [Plan Sec. 12.4]

  	
   

  	
  a.

  	
  ý

  	
  $5000 [$5,000 or less].

  
	
   

  	
   

  	
  b.

  	
  o

  	
  N/A – involuntary cash-out
  distributions will not be made.  [Skip to P.3.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.2.

  	
  If a Benefit is subject to
  involuntary cash-out, the payment will be made to the Participant or
  Beneficiary as soon as administratively practicable after ... [check one]:  [NOTE:  The timing of distributions should be
  coordinated with the valuation date(s), which are the date(s) on which assets
  are valued under the Plan.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Termination of Service.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the first day of the... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  month

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Plan Year quarter

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Plan Year

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... following Termination of
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  other [specify]:
        . [at
  least as soon as b.3]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balances More Than Cash-Out Amount:

  [Plan Sec. 12.3(a)]

  	
   

  	
  P.3.

  	
  If a Benefit is not
  subject to involuntary cash-out, the earliest that the Participant or
  Beneficiary may elect to receive payment is as soon as administratively
  practicable after ... [check one]:  [NOTE:  The timing of distributions should be
  coordinated with the valuation dates, which are the date(s) on which assets
  are valued under the Plan.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Termination of Service.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the first day of the... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  month

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Plan Year quarter

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Plan Year

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... following Termination of
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  the later of Termination of
  Service or attainment of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
         [less
  than Normal Retirement Age].

  



 


47





















 


	
   

  	
   

  	
  d.

  	
  o

  	
  a Break in Service of
         years has occurred following Termination
  of Service.

  
	
   

  	
   

  	
  e.

  	
  o

  	
  other [specify]:
        . [no
  later than Normal Retirement Age]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.4.

  	
  A Benefit may be paid after
  Termination of Service and prior to the earliest payment date specified above
  if ... [check a., or each of b. through d.
  that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  N/A – earlier payment is
  not permitted.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Termination of Service
  occurs because the Participant ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  died.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  became Disabled.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  retired after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  Early Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  age
         [less
  than Normal Retirement Age].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  the Benefit does not exceed
  $    [specify dollar
  amount].

  
	
   

  	
   

  	
  d.

  	
  o

  	
  the Participant is under a
  Hardship.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.5.

  	
  A Benefit must be paid (or
  must commence) to a Participant or Beneficiary ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  by the date distributions
  are required to commence under Code § 401(a)(9).

  
	
   

  	
   

  	
  b.

  	
  o

  	
  on or as soon as
  administratively practicable after the Participant’s Normal Retirement Age
  (or age 62, if later) ... [check if
  applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  even if the Participant
  then remains employed with a Controlled Group Member.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  If a Benefit is paid
  (or commences) and allocations are subsequently made to the Account, the
  additional Benefit resulting from such allocations will be paid in the same
  form as soon as administratively practicable following the close of each Plan
  Year or following Termination of Service.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Forms:

  [Plan Secs. 12.3(b) and 12.6]

  	
   

  	
  P.6.

  	
  The methods of payment
  permitted under the Plan (for Benefits in excess of the cash-out amount)
  include ... [check each that applies]:
  [NOTE:  Minimum
  distributions will in all events be made in accordance with Code
  § 401(a)(9).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  a lump sum payment ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  including partial payments
  made at the request of the Participant or Beneficiary.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  installments ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  over a fixed period that
  does not exceed ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  a number of years equal to
  the life expectancy of the Participant, as determined under Table V in Treas.
  Reg. § 1.72-9.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  a number of years equal to
  the joint life and last survivor expectancy of the Participant and his/her
  Beneficiary, as determined under Table VI in Treas. Reg. § 1.72-9.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  c.

  	
  o

  	
       years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  d.

  	
  o

  	
  the shorter of
         months or the applicable life expectancy
  under Code § 401(a)(9).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  e.

  	
  o

  	
  other [specify]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  of a fixed amount, as
  directed by the Participant or Beneficiary.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  purchase of a period-certain
  annuity contract.

  
	
   

  	
   

  	
  d.

  	
  o

  	
  purchase of any type of
  annuity contract (including a life annuity), in which case, the qualified
  annuity requirements of the Plan apply ... [check
  1. or 2., and complete 3. and 4.]:

  



 


48





















 


	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  to all Participants

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  only to a Participant who
  elects a life annuity form of payment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  The Qualified Joint and
  Survivor Annuity is a joint and survivor annuity with a survivor percentage
  of        [not
  less than 50% or more than 100%].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  The Qualified Preretirement
  Survivor Annuity is the life annuity that can be purchased with ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... of the Participant’s
  Benefit.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.7.

  	
  The payment options
  specified above apply to ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  all Contribution Accounts.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Contribution Accounts (or
  subaccounts thereunder) reflecting contributions made after
         [month
  day, year], and the payment options in effect under the Plan prior
  to such date will apply to all other Contribution Accounts (or subaccounts
  thereunder).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  Payment options that
  were available under the Plan prior to the later of the effective date or
  adoption date of an amendment to the Plan generally cannot be
  eliminated.  If the payment options are
  changed to be more restrictive, separate subaccounts must be maintained to
  reflect the portion of each Contribution Account subject to the prior payment
  options which cannot be eliminated.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Medium:

  [Plan Sec. 12.3(c)]

  	
   

  	
  P.8.

  	
  The medium of payment
  permitted with respect to a non-annuity distribution under the Plan is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  cash only.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  cash or in-kind.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  Distribution of
  Qualifying Employer Securities or Predecessor Employer Securities is governed
  by O.4.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary:

  [Plan Secs. 13.1 and 13.3]

  	
   

  	
  P.9.

  	
  If a designation of
  Beneficiary is not on file, or if all designated Beneficiaries predecease the
  Participant, the Beneficiary will be the ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Participant’s Spouse, or if
  no Surviving Spouse, the Participant’s estate.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  person or persons surviving
  in the first of the following classes in which there is a survivor, share and
  share alike:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  Participant’s Spouse.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  Participant’s children,
  except that if any of those children predeceases the Participant but leaves
  issue surviving, such issue will take by right of representation the share
  their parent would have taken if living.

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  Participant’s parents.

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  Participant’s brothers and
  sisters.

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  Participant’s estate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  other [specify]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE:  The Participant’s
  Spouse must be the first primary Beneficiary.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.10.

  	
  The Spouse of a Participant
  must consent to a designation of another or different primary Beneficiary ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  under all circumstances.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  only if the Participant and
  Spouse have been married for one year. 
  [NOTE:  A 

  



 


49





















 


	
   

  	
   

  	
   

  	
   

  	
  designation will cease to be effective after one year without
  consent.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.11.

  	
  A Beneficiary ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  may not

  
	
   

  	
   

  	
  b.

  	
  o

  	
  may

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... designate a successor
  beneficiary to take upon the death of the first Beneficiary.  [NOTE:  This designation will not operate to change
  any designation made by the Participant. 
  Thus, a Beneficiary may designate a successor only if such designation
  is not inconsistent with a designation made by the Participant.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum
  Distributions:

  	
   

  	
  P.12.

  	
  The Required Beginning Date
  of a Participant will be ... [check one]:

  
	
  [Plan
  Secs. 2.62 and 12.7]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  the April 1 of the calendar
  year after the later of the calendar year in which the Participant attains
  age 701⁄2, or (except in the case of a Participant who is a more than
  five-percent owner in the Plan Year ending in the calendar year in which
  he/she attains age 701⁄2), the calendar year of Termination of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Special Effective Date [complete
  only if this Adoption Agreement implements a change in the Required Beginning
  Date from b. to a. after the Plan has been amended for GUST]:

  
	
   

  	
   

  	
   

  	
   

  	
  The above date will be
  treated as the Required Beginning Date effective
         [month
  day, year].  A Participant
  who attained age 701⁄2 prior to this date and who has not had a Termination of
  Service ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  may not elect to stop
  minimum distributions.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  may elect to stop minimum
  distributions and recommence such distributions by the April 1 of the
  calendar year after the calendar year of his/her Termination of Service, and
  the new commencement date ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  will

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  will not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... be treated as a new
  Benefit Starting Date for purposes of the Plan.  [NOTE:  The option to stop minimum distributions
  does not apply to a Participant who is a more than five-percent owner in the
  Plan Year ending in the calendar year in which he/she attains age 701⁄2.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the April 1 of the calendar
  year after the Participant attains age 701⁄2. 
  [NOTE:  This
  option is not appropriate for a new plan with an Original Effective Date on
  or after January 1, 1997.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.13.

  	
  To determine the minimum
  distribution required to be made to a Participant prior to death, ... [check one]:  [NOTE:  Only the life expectancy of the Participant
  and his/her Spouse Beneficiary are eligible for recalculation.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  the Participant can elect
  the life expectancies to be recalculated. 
  In the absence of an election, ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  the life expectancy of the
  Participant will be recalculated annually, and the life expectancy of his/her
  Spouse Beneficiary ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  also will be recalculated
  annually.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  will not be
  recalculated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  life expectancies will not
  be recalculated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  the life expectancy of the
  Participant will be recalculated annually, and the life expectancy of his/her
  Spouse Beneficiary ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  also will be recalculated
  annually.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  will not be
  recalculated.

  



 


50





















 


	
   

  	
   

  	
  c.

  	
  o

  	
  life expectancies will not
  be recalculated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.14.

  	
  To determine the minimum
  distribution required to be made to a Beneficiary when the Participant dies
  prior to the Required Beginning Date (and prior to commencement of an
  irrevocable annuity), the 5-year rule ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  applies in all cases.  [Skip to
  Section Q.]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  applies, except that ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  a Spouse Beneficiary

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  any Beneficiary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... may elect to have minimum
  distributions commence by December 31 of the year following the year of the
  Participant’s death, and such minimum distributions may continue beyond the
  5-year limit. ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  A Spouse Beneficiary may
  further elect to have minimum distributions commence at any time prior to
  December 31 of the calendar year in which the Participant would have reached
  age 701⁄2.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.15.

  	
  To determine the minimum
  distribution required to be made to a Spouse Beneficiary when the Participant
  dies prior to the Required Beginning Date (and prior to commencement of an
  irrevocable annuity), ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  the Spouse Beneficiary can
  elect whether his/her life expectancy is to be recalculated.  In the absence of an election, life
  expectancy ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  will be recalculated
  annually.

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  will not be
  recalculated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the life expectancy of the
  Spouse Beneficiary will be recalculated annually.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  the life expectancy of the
  Spouse Beneficiary will not be recalculated.

  



 


Q.            Top-Heavy
Provisions


 


	
  Top-Heavy Eligible Participant:

  [Plan Sec. 17.4(k)]

  	
   

  	
  Q.1.

  	
  A Top-Heavy Eligible
  Participant is an Active Participant at some time during the Plan Year who is
  an Employee on the last day of the Plan Year and who is a Non-Key Employee ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  or a Key Employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... with respect to the Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Top-Heavy Contribution Requirement:

  	
   

  	
  Q.2.

  	
  If the Plan is Top-Heavy
  and a defined contribution minimum must be provided under this Plan, the
  minimum contribution requirement will be satisfied ... [check one]:

  
	
  [Plan Sec.
  17.1]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  by means of an additional
  contribution made solely on behalf of the Top-Heavy Eligible
  Participants.  [NOTE:  Under this option, the Employer Safe-Harbor
  and/or Regular Profit Sharing Contribution will be determined or allocated as
  provided in Section H. and/or J, and additional contributions will be made as
  necessary to satisfy Plan Sec. 17.1(a).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  by modification of the
  otherwise applicable contribution formula or allocation method for the
  Employer Safe-Harbor or Regular Profit Sharing Contributions in accordance
  with Plan Sec. 17.1(b).  [NOTE:  This option is not appropriate if
  the Plan does not otherwise provide for an Employer Safe-Harbor or
  Regular Profit Sharing Contribution. 
  Under this option, the Employer Safe-Harbor and/or Regular Profit Sharing
  Contributions will not be determined or allocated as provided in Section H.
  and/or J., but will instead be determined or allocated as provided in Plan
  Sec. 17.1(b).]

  



 


51





















 


	
  Top-Heavy
  Vesting Schedule:

  	
   

  	
  Q.3.

  	
  If the Plan was, but has
  ceased to be, Top-Heavy, the applicable vesting schedule specified in Plan
  Sec. 17.2 will ... [check one]:

  
	
  [Plan Sec.
  17.2]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  cease to apply.  [NOTE:  This will be treated as an amendment to the
  vesting schedule that is subject to the participant election specified in
  Plan Sec. 10.2(k).]

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  continue to apply to all
  Participants.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  continue to apply to any
  Participant who has three or more years of vesting Service as of the last day
  the Plan is Top-Heavy (but not any other Participant).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  If the vesting schedule
  specified in Plan Sec. 17.2 continues to apply, a Participant’s vested
  percentage will be the greater of the vested percentage under such schedule
  or the vesting schedule that otherwise applies under the Plan.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coordination
  With Other 

  	
   

  	
  Q.4.

  	
  Does any Controlled Group
  Member maintain another qualified plan? 
  [check one]:

  
	
  Qualified
  Plans:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Plan Sec.
  17.1]

  	
   

  	
  a.

  	
  ý

  	
  No.  [Skip to
  Section R.]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Yes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Q.5.

  	
  If this Plan is Top-Heavy,
  and if a Participant also is covered under another qualified defined
  contribution plan, the defined contribution minimum will be provided under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – no such plan exists.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the following plan [specify name]:
        .

  
	
   

  	
   

  	
  c.

  	
  o

  	
  this Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Q.6.

  	
  If this Plan is Top-Heavy,
  and if a Participant also is covered under a qualified defined benefit plan,
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – no such plan exists.  [Skip to
  Section R.]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  a defined benefit minimum
  of 2% per year of service (up to 20%) will be provided under the defined
  benefit plan.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  a defined contribution
  minimum of 5% will be provided under the defined contribution plan designated
  in Q.5. (or if there is no other defined contribution plan, or if another
  defined contribution plan is designated in Q.5. but the Participant is not
  covered under such plan, then under this Plan).

  
	
   

  	
   

  	
  d.

  	
  o

  	
  other [specify manner in which top-heavy benefit will be
  provided; attach addendum if necessary]:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Q.7.

  	
  The Top-Heavy Ratio will be
  determined using the following interest rate and mortality assumptions to
  value accrued benefits under defined benefit plans [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Interest:

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  Mortality:

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R.            Code
  § 415 Coordination

  
	
   

  	
   

  	
   

  	
   

  
	
  415 Compensation:

  [Plan Sec. 18.4(b)] 

  	
   

  	
  R.1.

  	
  The 415 Compensation of a
  Participant is his/her ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  Plan Compensation
  determined without regard to any exclusions elected in E.2. and without
  regard to the compensation limit imposed under Code § 401(a)(17).

  
	
   

  	
   

  	
  b.

  	
  o

  	
  earnings required to be
  reported in the Wages, Tips and other Compensation box of Form W-2.

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  earnings for purposes of
  Code § 415(c)(3).

  
	
   

  	
   

  	
  d.

  	
  o

  	
  earnings for purposes of
  federal income for withholding.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  For Limitation Years
  beginning on or after January 1, 1998, 415 Compensation includes Elective
  Deferrals and any contributions made at the election of the Participant to a
  cafeteria plan that is excluded from gross income under Code § 125.]

  
													



 


52





















 


	
  Limitation Year:

  [Plan Sec. 18.4(h)]

  	
   

  	
  R.2.

  	
  The Limitation Year with
  respect to the Plan is the ... [check one of
  a. or b., and check c. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Plan Year.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  twelve-consecutive-month
  period ending each        [month day].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [check c.
  if the Limitation Year has been amended]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  The Limitation Year has
  been amended.  The last Limitation Year
  before the amendment ended        [month day, year], and the short Limitation Year resulting
  from the amendment began on the next day and ended
         [month
  day, year].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Correction Method:

  [Plan Sec. 18.1(b)]

  	
   

  	
  R.3

  	
  If Excess Annual Additions
  have been made under the Plan, the correction will be made using the ... [check one]:  [NOTE:  The following correction method applies
  only after Employee Pre-Tax and After-Tax Contributions for the
  Limitation Year have been refunded to the Participant.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  individual reduction method
  – that is, the Excess Annual Additions will remain in the Participant’s
  Account (so long as he/she remains an Active Participant) and will reduce
  Employer Contributions made on behalf of such Participant in future
  Limitation Years.

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  suspense account method –
  that is, the Excess Annual Additions will be placed in the Pending Allocation
  Account and will reduce Employer Contributions of all Participants in future
  Limitation Years.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  current allocation method –
  that is, the Excess Annual Additions will be reallocated among other Active
  Participants as of the last day of the current Limitation Year in proportion
  to Plan Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R.4.

  	
  If a Pending Allocation
  Account is ever maintained to hold Excess Annual Additions, such Account ... [check one]: [NOTE:  An election must be made even if the
  individual reduction method is used to correct Excess Annual Additions,
  because Excess Annual Additions that remain in a Participant’s Contribution
  Accounts at Termination of Service must then be credited to a Pending
  Allocation Account.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  will

  
	
   

  	
   

  	
  b.

  	
  o

  	
  will not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... share in investment gains
  and losses under the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coordination With Other Plans:

  [Plan Sec. 18.2 and 18.3]

  	
   

  	
  R.5.

  	
  Does any Controlled Group
  Member maintain (i) another qualified defined contribution plan (other than
  another master or prototype plan), (ii) a simplified employee pension as
  defined in Code § 408(a), (iii) a welfare benefit fund as defined in
  Code § 419(e), or (iv) an individual medical account as defined in Code
  § 415(l)(2), under which amounts are treated as Annual Additions with
  respect to any Participant in this Plan? 
  [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  No.  [Skip to
  Section S.]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Yes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R.6.

  	
  If a Participant is covered
  under another qualified defined contribution plan (other than a master or
  prototype plan) or under a simplified employee pension, welfare benefit fund
  or individual medical account of a Controlled Group Member, ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  the method used to
  coordinate the limit on Annual Additions will be the same method that would
  be used for a master or prototype plan under Plan Sec. 18.2(a).

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the Excess Annual Additions
  will be attributed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  last

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  first

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... to this Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  other [specify the method that will be used to coordinate
  the annual addition limits in a manner that precludes discretion; attach
  addendum if necessary]:       .

  



 


53





















 


S.            Special
Testing Rules


 


[NOTE:  If this Adoption
Agreement amends the Plan to retroactively comply with the Small Business Job
Protection Act of 1996 and the Taxpayer Relief Act of 1997, complete and attach
the “Special Testing Rules Addendum”.]


 


	
  Highly Compensated Employees:

  [Plan Sec. 2.35]

  	
   

  	
  S.1.

  	
  An Employee will be a
  Highly Compensated Employee if he/she is a more than five-percent owner at
  any time during the current Plan Year or the twelve-consecutive-month period
  immediately preceding the current Plan Year. 
  [NOTE:  The
  constructive ownership rules under Code § 318 apply for determining who
  is a more than five-percent owner.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  An Employee also will be a
  Highly Compensated Employee if his/her Compensation during the look-back
  period exceeded the limit in effect under Code § 414(q)(1)(B) ... [check if applicable]:  [NOTE:  The following election can only be made if
  it is made in all plans of all Controlled Group Members.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  and the Employee was in the
  top-paid group for the look-back period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.2.

  	
  The look-back period is the
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  twelve-consecutive-month
  period immediately preceding the current Plan Year.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  calendar year ending within
  the current Plan Year.  [NOTE:  This election is not appropriate if the
  Plan Year is the calendar year, and can only be made if it is made in all
  plans (other than calendar year plans) of all Controlled Group Members.]

  



 


[NOTE:  Complete S.3. through
S.10. only if the Plan has an Employee Pre-Tax or After-Tax Component.]


 


	
  ADP/ACP Testing Method:

  [Plan Sec. 19.2 and 19.3]

  	
   

  	
  S.3.

  	
  The Actual Deferral
  Percentage Test and the Actual Contribution Percentage Test will be applied
  using the ... [select the method being used
  for the Plan Year for which this Adoption Agreement is effective]:  [NOTE:  If the Plan is designated as a Safe-Harbor
  Plan, it will be deemed to be using the current year testing method – thus, b.
  must be elected below.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  prior year testing
  method.  [NOTE:  If the Plan first is required to apply the
  Actual Deferral Percentage Test or Actual Contribution Percentage Test in a
  Plan Year beginning on or after January 1, 1997 (and the plan is not a
  successor plan), and the prior year testing method is used for such Plan
  Year, then the test will be applied for such Plan Year using the greater of
  (i) 3%, or (ii) the Actual Deferral Percentage or Actual
  Contribution Percentage, as appropriate, of the Non-Highly Compensated
  Employees for such Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  current year testing
  method.  [NOTE:  The current year testing election can be
  changed only under circumstances prescribed by the IRS.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Elections Regarding ADP/ACP Testing:

  [Plan Sec. 19.2, 19.3 and 19.4]

  	
   

  	
  S.4.

  	
  In applying the Actual
  Deferral Percentage Test, ... [check each
  that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  Employer Regular Matching
  Contributions (to the extent such contributions satisfy the requirements to
  be Employer Qualified Matching Contributions (QMACs))

  
	
   

  	
  b.

  	
  ý

  	
  Employer Regular Profit
  Sharing Contributions (to the extent such contributions satisfy the
  requirements to be Employer Qualified Profit Sharing Contributions (QNECs))

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... may be taken into account
  under such test at the discretion of the Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.5.

  	
  In applying the Actual
  Contribution Percentage Test, ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Employee Pre-Tax
  Contributions

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  Employer Regular Profit
  Sharing Contributions (to the extent such contributions satisfy the
  requirements to be Employer Qualified Profit Sharing Contributions (QNECs))

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... may be taken into account
  under such test at the discretion of the Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  Employer Qualified
  Matching (QMACs) and Qualified Profit Sharing

  



 


54





















 


	
   

  	
   

  	
   

  	
  (QNECs) Contributions (if permitted under the Plan) may in all cases
  be taken into account in applying the Actual Deferral Percentage Test and
  Actual Contribution Percentage Test. Also, Employer Safe-Harbor Profit
  Sharing Contributions may be taken into account in applying the Actual
  Contribution Percentage Test, but only to the extent they exceed the minimum
  contribution required to qualify as safe-harbor contributions under Code
  § 401(k).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.6.

  	
  If Employee After-Tax
  Contributions are allowed under the Plan, Employee Pre-Tax Contributions ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  N/A – Employee After-Tax
  Contributions are not allowed under the Plan.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  may not

  
	
   

  	
   

  	
  c.

  	
  o

  	
  may at the discretion of
  the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Plan Administrator

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  affected Participant

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... be recharacterized as
  Employee After-Tax Contributions to the extent necessary to satisfy the
  Actual Deferral Percentage Test.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NOTE:  Recharacterization is
  permissible only if the Plan uses the current year testing method and the
  Plan currently allows Employee After-Tax Contributions, and then only if the
  recharacterized amount, in combination with Employee After-Tax Contributions,
  does not exceed any limits otherwise imposed under the Plan on Employee
  After-Tax Contributions.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.7.

  	
  If Employer Regular
  Matching Contributions are forfeited as Excess Aggregate Contributions, such
  forfeited amounts will be ... [check a., or
  check one of b. through d.]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  N/A – the Plan provides for
  full and immediate vesting of Employer Regular Matching Contribution Accounts.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  applied in the same manner
  as any other Forfeiture from an Employer Regular Matching Contribution
  Account.

  
	
   

  	
   

  	
  c.

  	
  o

  	
  allocated as of the last
  day of the Plan Year to which such Employer Regular Matching Contributions
  relate among the Non-Highly Compensated Employees with respect to such Plan
  Year who are Active Participants in the ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employee Pre-Tax Component

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer Regular Matching
  Component

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  Employer Regular Profit
  Sharing Component

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... during such Plan Year and
  who have otherwise satisfied the requirements to receive a contribution under
  such Component for such Plan Year.  The
  allocation will be made in proportion to the Plan Compensation for the Plan
  Year of each eligible Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  ý

  	
  applied as a credit against
  Employer Safe-Harbor and/or Regular Matching Contributions that are made
  under the Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.8.

  	
  If the multiple use test is
  failed for a Plan Year (after corrective contributions or distributions, if
  any), ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  the Actual Contribution
  Percentage

  
	
   

  	
   

  	
  b.

  	
  o

  	
  the Actual Deferral
  Percentage

  
	
   

  	
   

  	
  c.

  	
  o

  	
  the Actual Contribution
  Percentage and Actual Deferral Percentage (proportionately)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... will be reduced as
  necessary to satisfy such test.  [NOTE:  If contributions of the same type are made
  under more than one plan, the correction will be made under the plan
  designated by the Plan Administrator.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gain or Loss on Excess

  	
   

  	
  S.9.

  	
  The gain or loss allocable
  to Excess Elective Deferrals that are refunded to a Participant,

  



 


55





















 


	
  Contributions:

  [Plan Sec. 19.1(d), 19.2(d) and 19.3(d)]

  	
   

  	
   

  	
  or allocable to Excess
  Contributions or Excess Aggregate Contributions distributed to satisfy the
  Actual Deferral Percentage Test, Actual Contribution Percentage Test, or
  multiple use test, will be determined using ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  the safe harbor method
  specified in the Plan.

  
	
   

  	
   

  	
  b.

  	
  o

  	
  a method established by the
  Plan Administrator that reasonably reflects the manner in which gain or loss
  is allocated under the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.10.

  	
  The gain or loss allocated
  ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  does not

  
	
   

  	
   

  	
  b.

  	
  o

  	
  does

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ... include gain or loss for
  the “gap period” – that is, the period from the end of the year to the date
  of distribution.

  



 


T.            Special
Effective Date Rules


 


	
   

  	
   

  	
  T.1.

  	
  The following Components
  are added and effective after the Original Effective Date or Amendment
  Effective Date specified in Section A ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
  Employee Pre-Tax Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
  Employee After-Tax Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
  Employer Regular Matching Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
         [must
  be the first day of a Matching Contribution Period].

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
  Employer Regular Profit Sharing Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  o

  	
  Employer Qualified Matching and Qualified Profit
  Sharing Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f.

  	
  o

  	
  Employer Prevailing Wage Component

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  T.2.

  	
  The effective date for the
  following provisions is different than the Original Effective Date or
  Amendment Effective Date specified in Section A ... [complete as appropriate]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  o

  	
        .

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  o

  	
        .

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  o

  	
        .

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
        .

  
	
   

  	
   

  	
   

  	
   

  	
  Effective Date:
        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.            Frozen Contributions Accounts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.1.

  	
  The following Components
  have been removed, but Contribution Accounts still exist under the Plan for
  contributions made under the Component (these are referred to as “Frozen”
  Contribution Accounts) ... [check each that
  applies]:  [NOTE:  Complete the Frozen Contribution Account
  Addendum.]

  



 


56





















 


	
   

  	
   

  	
  a.

  	
  o

  	
  Employee Pre-Tax Component

  
	
   

  	
   

  	
  b.

  	
  ý

  	
  Employee After-Tax
  Component

  
	
   

  	
   

  	
  c.

  	
  o

  	
  Employee Deductible
  Component

  
	
   

  	
   

  	
  d.

  	
  o

  	
  Employee Safe-Harbor
  Matching and/or Safe-Harbor Profit Sharing Component

  
	
   

  	
   

  	
  e.

  	
  ý

  	
  Employer Regular Matching
  Component

  
	
   

  	
   

  	
  f.

  	
  o

  	
  Employer Regular Profit
  Sharing Component (including Prevailing Wage Component)

  
	
   

  	
   

  	
  g.

  	
  o

  	
  Employer Qualified Matching
  and/or Qualified Profit Sharing Component

  
	
   

  	
   

  	
  h.

  	
  o

  	
  Employer Pension Component

  



 


V.            Other Information for the Participating Employers


 


	
   

  	
   

  	
  Failure to fill out this
  Adoption Agreement completely and correctly may result in failure of the Plan
  to qualify under Code § 401(a).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Plan Administrator is
  responsible for administration of the Plan, including the filing of the
  annual report on Form 5500 and the preparation and delivery of summary plan
  descriptions, summaries of material modifications and summary annual
  reports.  The Lead Employer and other
  fiduciaries agree to obtain bonds as required by law.  [ERISA § 412.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Inquiries regarding the
  adoption of the Plan, the meaning of its provisions or the effect of the
  opinion letter should be directed to the financial organization or other
  entity from which the Lead Employer obtained the Plan or to the Sponsor of
  the Prototype.

  



 


W.           Sponsor
of the Prototype


 


	
   

  	
   

  	
  The Sponsor of the
  Prototype is Scudder Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Scudder Trust Company

  11 Northeastern Boulevard

  Salem, NH  03079-1953

  Phone Number:  (617) 295-1000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sponsor of the
  Prototype (or its authorized representative) will inform the Lead Employer if
  any amendments are made to the Prototype Defined Contribution Plan, or if the
  Prototype Defined Contribution Plan is discontinued or abandoned.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [The
  remaining portion of the page is intentionally blank]

  



 


57





















 


X.            Reliance
on IRS Opinion Letter


 


	
   

  	
   

  	
  The Participating Employers
  may rely on an opinion letter issued by the Internal Revenue Service (“IRS”)
  as evidence that the Plan is qualified under Code § 401(a) only to the
  extent provided in Announcement 2001-77, 2001-30 I.R.B.

   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Participating Employers
  may not rely on the opinion letter in certain other circumstances or with
  respect to certain qualification requirements, which are specified in the
  opinion letter issued with respect to the Plan and in Announcement 2001-77.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In order to have reliance
  in such circumstances or with respect to such qualification requirements,
  application for a determination letter must be made to Employee Plans
  Determinations of the Internal Revenue Service.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Adoption Agreement may
  be used only in conjunction with Basic Plan Document #03.

  



 


Y.            Lead
Employer Signature


 


IN WITNESS
WHEREOF, the Lead
Employer has caused this Adoption Agreement to be adopted effective as of the
Original Effective Date or Amendment Effective Date (in Section A.  Preamble).


 


You should
consult with an attorney or other independent qualified advisor as to the legal
and tax effect of adopting the Plan.


 


 


	
  Date signed:

  	
   

  	
   

  	
  Lead Employer:

  	
  Clayton Williams Energy,
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
									



 


58





















 


Z.            Trustee or Custodian Signature


 


FOR TRUST AGREEMENT


 


The Trustee(s) hereby accepts appointment as such in accordance with
the Prototype Trust Agreement.


 


	
  For
  Individual Trustee(s) serving pursuant to the “Trust

  Agreement for Individual Trustees”  (attach additional

  sheets if necessary)

  	
   

  	
  For a
  Financial Organization serving pursuant to the

  “Trust Agreement for Directed Trustee” or the “Trust

  Agreement with Discretionary Trustee Option”

  
	
   

  	
   

  	
   

  
	
  Date signed:

  	
   

  	
   

  	
   

  	
  Date signed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Effective:

  	
   

  	
   

  	
   

  	
  Effective:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee (1):

  	
   

  	
   

  	
   

  	
  Trustee:

  	
  Scudder Trust Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
	
  Trustee (2):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [additional
  signature is optional]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  And:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee (3):

  	
   

  	
   

  	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee (4):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
																			



 


OR


 


FOR CUSTODIAL AGREEMENT


 


The Custodian hereby accepts its appointment as such in accordance with
the Custodial Agreement.


 


	
  Date signed:

  	
   

  	
   

  	
  Custodian:

  	
   

  	
   

  
	
   

  	
   

  
	
  Effective:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
											



 


59





















 


SCUDDER TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


SUPPLEMENT TO ADOPTION AGREEMENT


TO ALLOW FOR PARTICIPATING EMPLOYER ADOPTION


 


Effective as of August 1, 2004 the undersigned
Controlled Group Member adopts the Plan as established by the Lead Employer and
agrees to be a “Participating Employer” under the Plan.  The Section of the Adoption Agreement titled
“Reliance on IRS Opinion Letter” is incorporated herein by reference and
applies to the adoption of the Plan by the undersigned Participating Employer.


 


	
  Date signed:

  	
   

  	
   

  	
  Participating Employer:

  	
  Warrior Gas Company.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  And:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
										



 


Optional – Consent may be given in any manner
deemed appropriate by the Lead Employer.


 


The Lead Employer hereby consents to the
adoption of the Plan by the above Controlled Group Member.


 


	
  Date signed:

  	
   

  	
   

  	
  Lead Employer:

  	
  Clayton Williams Energy,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name [print]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its [title]:

  	
   

  	
   

  
									



 


Attach additional sheet for each Participating Employer.


 


60























 


SCUDDER TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


PARTICIPATING EMPLOYER ADDENDUM


 


The
following Controlled Group Members are Participating Employers in the Plan (in
addition to those listed in Section B.3. of the Adoption Agreement):


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Participating
Employer:


 


Name:          .


EIN:
     .


 


Attach
additional sheets if necessary.


 


61





















 





 


SCUDDER
TRUST COMPANY


PROTOTYPE
DEFINED CONTRIBUTION PLAN


 


SUPPLEMENTAL INFORMATION – Lead
Employer


 


Lead Employer Information


 


	
  Lead Employer:

  	
   

  	
   

  	
   

  
	
  [B.1]

  	
  B.1

  	
  a.

  	
  Lead
  Employer Name:  Clayton Williams
  Energy, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.2.

  	
  Complete
  the following information about the Lead Employer... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Address...
  [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Lead
  Employer EIN: 75-2396863

  
	
   

  	
   

  	
  2.

  	
  SIC
  Code: 211110

  
	
   

  	
   

  	
  3.

  	
  Address:
  6 Desta Drive, Suite 6500

  
	
   

  	
   

  	
  4.

  	
  City:
  Midland

  
	
   

  	
   

  	
  5.

  	
  State:
  Texas

  
	
   

  	
   

  	
  6.

  	
  Zip
  Code: 79705

  
	
   

  	
   

  	
  7.

  	
  Phone
  Number: 915-688-3402

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Fiscal
  year end ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  ý

  	
  December
  31                                       
  [month year]

  
	
   

  	
   

  	
  2.

  	
  o

  	
  52/53
  week year: [describe]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Type
  of business entity ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  ý

  	
  C
  Corporation

  
	
   

  	
   

  	
  2.

  	
  o

  	
  S
  Corporation

  
	
   

  	
   

  	
  3.

  	
  o

  	
  Limited
  Liability Corporation

  
	
   

  	
   

  	
  4.

  	
  o

  	
  Partnership

  
	
   

  	
   

  	
  5.

  	
  o

  	
  Limited
  Liability Partnership

  
	
   

  	
   

  	
  6.

  	
  o

  	
  Sole
  Proprietorship

  
	
   

  	
   

  	
  7.

  	
  o

  	
  other
  [specify]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Is
  the Lead Employer a Participating Employer in the Plan?

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  ý

  	
  Yes

  
	
   

  	
   

  	
  2.

  	
  o

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Contact
  person for Lead Employer ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Name:   Lu Ann Bolding

  
	
   

  	
   

  	
  2.

  	
  Phone
  Number:    915-688-3402

  
	
   

  	
   

  	
  3.

  	
  E-mail:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.2.1.

  	
  Are
  there other business entities that are part of the controlled (or affiliated
  service) group of the Lead Employer? ...

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  ý

  	
  Yes
  [NOTE:  For each
  controlled (or affiliated service) group member, complete the sheet labeled
  Supplemental Information – Controlled Group Members]

  
	
   

  	
   

  	
  b.

  	
  o

  	
  No

  



 


62





















 


SUPPLEMENTAL INFORMATION –
Controlled Group Member


 


Controlled Group Member
Information


 


	
  Controlled Group Member:

  	
  B.2.2

  	
  Complete
  the following information about each controlled (or affiliated service) group
  member ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Employer
  information ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Name:
  Warrior Gas Company

  
	
   

  	
   

  	
  2.

  	
  EIN: 75-2470727

  
	
   

  	
   

  	
  3.

  	
  SIC Code: ......

  
	
   

  	
   

  	
  4.

  	
  Address:
  6 Desta Drive, Suite 6500

  
	
   

  	
   

  	
  5.

  	
  City:
  Midland

  
	
   

  	
   

  	
  6.

  	
  State:
  Texas

  
	
   

  	
   

  	
  7.

  	
  Zip
  Code: 79705

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Type
  of business entity ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  ý

  	
  C
  Corporation

  
	
   

  	
   

  	
  2.

  	
  o

  	
  S
  Corporation

  
	
   

  	
   

  	
  3.

  	
  o

  	
  Limited
  Liability Corporation

  
	
   

  	
   

  	
  4.

  	
  o

  	
  Partnership

  
	
   

  	
   

  	
  5.

  	
  o

  	
  Limited
  Liability Partnership

  
	
   

  	
   

  	
  6.

  	
  o

  	
  Sole
  Proprietorship

  
	
   

  	
   

  	
  7.

  	
  o

  	
  other
  [specify]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Is
  this member a Participating Employer in the Plan? ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  ý

  	
  Yes

  
	
   

  	
   

  	
  2.

  	
  o

  	
  No

  



 


 


COMPLETE A SEPARATE SHEET FOR EACH


CONTROLLED GROUP MEMBER


 


63





















 


SUPPLEMENTAL INFORMATION –
Funding Vehicle


 


Funding Information


 


[INSTRUCTION:  Complete
the following if an individual or a committee of individuals is a “Trustee” of
all or any portion of the Plan Assets.]


 


	
  Funding Vehicle:

  	
  C.5.

  	
  The
  Trustee is the following individual or committee of individuals ... [complete]:

  
	
  [C.5]

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  individual
  trustee(s) ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  List
  the trustee(s)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Name:

  
	
   

  	
   

  	
  2.

  	
  Name:

  
	
   

  	
   

  	
  3.

  	
  Name:

  
	
   

  	
   

  	
  4.

  	
  Name:

  
	
   

  	
   

  	
  5.

  	
  Name:

  
	
   

  	
   

  	
  6.

  	
  Name:

  
	
   

  	
   

  	
  7.

  	
  Name:

  
	
   

  	
   

  	
  8.

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Trustee
  contact ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Name:

  
	
   

  	
   

  	
  2.

  	
  Address:

  
	
   

  	
   

  	
  3.

  	
  City:

  
	
   

  	
   

  	
  4.

  	
  State:

  
	
   

  	
   

  	
  5.

  	
  Zip
  Code:

  
	
   

  	
   

  	
  6.

  	
  Phone
  Number:

  
	
   

  	
   

  	
  7.

  	
  E-mail:

  
					



 


[INSTRUCTION:  Complete
the following if a financial organization is a “Trustee” of all or any portion
of the Plan Assets.]


 


	
  Funding Vehicle:

  	
  C.5.

  	
  The
  Trustee is the following financial organization ... [complete]:

  
	
  [C.5]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  a
  financial organization serving pursuant to the Trust Agreement ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  ý

  	
  Scudder
  Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11
  Northeastern Boulevard

  
	
   

  	
   

  	
   

  	
   

  	
  Salem,
  N.H. 03079

  
	
   

  	
   

  	
   

  	
   

  	
  EIN:  02-0443137

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  o

  	
  Trustee
  information ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  Name:

  
	
   

  	
   

  	
   

  	
  2.

  	
  EIN:

  
	
   

  	
   

  	
   

  	
  3.

  	
  Address:

  
	
   

  	
   

  	
   

  	
  4.

  	
  City:

  
	
   

  	
   

  	
   

  	
  5.

  	
  State:

  
	
   

  	
   

  	
   

  	
  6.

  	
  Zip
  Code:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Trustee
  contact ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  7.

  	
  Name:

  
	
   

  	
   

  	
   

  	
  8.

  	
  Phone
  Number:

  
	
   

  	
   

  	
   

  	
  9.

  	
  E-mail:

  
							



 


64





















 


[INSTRUCTION:  Complete
the following if a financial organization is a “Custodian” of all or any
portion of the Plan Assets.]


 


	
  Funding Vehicle:

  	
  C.5.

  	
  The
  Custodian is the following financial organization ... [complete]:

  
	
  [C.5]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Custodian
  information ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Name:

  
	
   

  	
   

  	
  b.

  	
  EIN:

  
	
   

  	
   

  	
  c.

  	
  Address:

  
	
   

  	
   

  	
  d.

  	
  City:

  
	
   

  	
   

  	
  e.

  	
  State:

  
	
   

  	
   

  	
  f.

  	
  Zip Code:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Custodian
  contact ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Name:

  
	
   

  	
   

  	
  b.

  	
  Phone
  Number:

  
	
   

  	
   

  	
  c.

  	
  E-mail:

  



 


[INSTRUCTION:  Complete
the following if the Plan is funded in whole or in part through a group annuity
contract with an insurance company (other than a group annuity contract held as
an asset of a trust).]


 


	
  Funding Vehicle:

  	
  C.5.

  	
  The
  Annuity Funding Contract is with the following insurance company ... [complete]:

  
	
  [C.5]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Insurance
  company information ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Name:

  
	
   

  	
   

  	
  b.

  	
  EIN:

  
	
   

  	
   

  	
  c.

  	
  Address:

  
	
   

  	
   

  	
  d.

  	
  City:

  
	
   

  	
   

  	
  e.

  	
  State:

  
	
   

  	
   

  	
  f.

  	
  Zip Code:

  
	
   

  	
   

  	
  g.

  	
  Phone
  Number:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  The
  contact person is ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Name:

  
	
   

  	
   

  	
  b.

  	
  Phone
  Number:

  
	
   

  	
   

  	
  c.

  	
  E-mail:

  



 


65





















 


FROZEN ACCOUNT ADDENDUM


 


The
following vesting and withdrawal rules apply to frozen accounts under this
Plan.


 


A.            Frozen Employee Pre-Tax Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  A.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employee Pre-Tax
  Contribution Account will be 100% at all times.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  A.2.

  	
  Withdrawals
  are allowed from Frozen Employee Pre-Tax Contribution Accounts... [check a., or check each of b. and c. that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age (or age 591⁄2, if later).

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         [60
  or more].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  at
  any age on account of Hardship.

  



 


B.            Frozen Employee After-Tax Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  B.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employee After-Tax Contribution
  Account will be 100% at all times.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  B.2.

  	
  Withdrawals
  are allowed from Frozen Employee After-Tax Contribution Accounts... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  ý

  	
  for
  any reason and at any time.

  
	
   

  	
  c.

  	
  o

  	
  for
  any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
        .

  



 


C.            Frozen Employee Deductible Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  C.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employee Deductible
  Contribution Account will be 100% at all times.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  C.2.

  	
  Withdrawals
  are allowed from Frozen Employee Deductible Contribution Accounts... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason and at any time.

  
	
   

  	
  c.

  	
  o

  	
  for
  any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
        .

  



 


66





















 


D.            Frozen Employer Safe-Harbor Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  D.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employer Safe-Harbor
  Matching and/or Safe-Harbor Profit Sharing Contribution Account will be 100%
  at all times.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  D.2.

  	
  Withdrawals
  are allowed from Frozen Employer Safe-Harbor Matching and/or Safe-Harbor
  Profit Sharing Contribution Accounts ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age (or age 591⁄2 if later).

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         [60
  or more].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  for
  Hardship after age 591⁄2.

  



 


E.               Frozen Employer Regular Matching Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  E.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employer Regular Matching
  Contribution Account will be ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  100%
  at all times.

  
	
   

  	
  b.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
  0

  	
  %

  	
  [20% or
  more]

  	
   

  
	
  4

  	
   

  	
  0

  	
  %

  	
  [40% or
  more]

  	
   

  
	
  5

  	
   

  	
   

  	
  %

  	
  [60% or
  more]

  	
   

  
	
  6

  	
   

  	
   

  	
  %

  	
  [80% or
  more]

  	
   

  
	
  7 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
  c.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  5 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
   

  	
  [NOTE: 
  If the Plan is Top-Heavy, and if the vesting schedule specified above
  does not satisfy the vesting requirements appropriate for a Top-Heavy Plan
  under Plan Sec. 17.2, the vested percentage of the Participant will be the
  greater of the vested percentage determined under the vesting schedule
  specified above or the applicable vesting schedule specified in Plan Sec.
  17.2.]

  



 


67





















 


	
  Treatment of Forfeitures: [Plan Sec. 5.2(g)]

  	
  E.2.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer
  Regular Matching Contribution Accounts ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  can
  

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  cannot

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...
  be applied to pay administrative expenses of the Plan if so directed by the
  Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.3.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer
  Regular Matching Contribution Accounts (to the extent not applied to pay
  administrative expenses if permitted in E.2) will be ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  ý

  	
  applied
  as a credit against ... [check each that
  applies]:  

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  ý

  	
  Employer
  Safe-Harbor Matching Contributions

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  Employer
  Safe-Harbor and/or Regular Profit Sharing Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ...
  that are made under the Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  allocated
  as of the last day of the Plan Year as an additional Employer Profit Sharing
  Contribution.  The allocation will be
  made in the same manner (and as part of) any variable contribution, or in
  proportion to any fixed contribution, under the Plan.  [NOTE:  If the Plan provides for a fixed Employer
  Regular Profit Sharing Contribution determined under an integrated formula,
  the Pending Allocation Account will be allocated in proportion to Plan
  Compensation for the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  allocated
  as of the last day of the Plan Year in proportion to Plan Compensation for
  the Plan Year.  The allocation will be
  among all eligible Participants who are eligible to receive any Employer
  Contribution for the Plan Year or, if there are no such Participants, among
  all eligible Participants who are eligible to make an Employee Contribution
  for the Plan Year.

  



 


68





















 


	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  E.4.

  	
  Withdrawals
  are allowed from Frozen Employer Regular Matching Contribution Accounts ... [check a., or check each of b. through d. that
  applies]: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  ý

  	
  for
  any reason after ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age.

  
	
   

  	
   

  	
   

  	
  2.

  	
  ý

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age[check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  and
  completion of            years
  of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  vesting
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  participation
  in the Plan.  [NOTE:  Participation is measured on an elapsed
  time basis from the Entry Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  but
  only if at the time of the withdrawal the Participant is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  fully
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at
  least
              %
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ...
  in his/her Frozen Employer Regular Matching Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  completion
  of          years of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  vesting
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  participation
  in the Plan. [NOTE: 
  Participation is measured on an elapsed time basis from the Entry
  Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  at
  any age on account of Hardship ... [check if
  applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  but
  only if at the time of the withdrawal the Participant is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  fully
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at
  least
                   
  % vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ...
  in his/her Frozen Employer Regular Matching Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  o

  	
  for
  any reason, but only if at the time of the withdrawal the Participant is
  fully vested in his/her Frozen Employer Regular Matching Contribution
  Account, and provided the withdrawal may not include amounts allocated to the
  Contribution Account within two years prior to the withdrawal ... [check if applicable]:  [NOTE: The calculation of the
  maximum amount available for withdrawal is set forth in Plan Sec. 11.2(a).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  unless
  the Participant has completed five years of participation in the Plan. [NOTE:  Participation is measured on an elapsed
  time basis from the Entry Date.]

  



 


F.             Frozen Employer Regular Profit Sharing Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  F.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employer Regular Profit
  Sharing Contribution Account will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  100%
  at all times. [Skip to F.4.]

  
	
   

  	
  b.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


69





















 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
  5

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
  6

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
  7 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
  c.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  5 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
   

  	
  [NOTE: 
  If the Plan is Top-Heavy, and if the vesting schedule specified above
  does not satisfy the vesting requirements appropriate for a Top-Heavy Plan
  under Plan Sec. 17.2, the vested percentage of the Participant will be the
  greater of the vested percentage determined under the vesting schedule
  specified above or the applicable vesting schedule specified in Plan Sec.
  17.2.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Treatment of Forfeitures:

  [Plan Sec. 6.2(c)]

  	
  F.2.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer
  Regular Profit Sharing Contribution Accounts ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  can

  
	
   

  	
  b.

  	
  o

  	
  cannot

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...
  be applied to pay administrative expenses of the Plan if so directed by the
  Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.3.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer
  Regular Profit Sharing Contribution Accounts (to the extent not applied to
  pay administrative expenses if permitted in F.2) will be ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  applied
  as a credit against ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer
  Safe-Harbor and/or Regular Matching Contributions

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer
  Safe-Harbor Profit Sharing Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ...
  that are made under the Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  allocated
  as of the last day of the Plan Year in proportion to Plan Compensation for
  the Plan Year.  The allocation will be
  among all eligible Participants who are eligible to receive any Employer
  Contribution for the Plan Year or, if there are no such Participants, among
  all eligible Participants who are eligible to make an Employee Contribution
  for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  F.4.

  	
  Withdrawals
  are allowed from Frozen Employer Regular Profit Sharing Contribution Accounts
  ... [check a., or check each of b. through
  d. that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  



 


70





















 


	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         ... [check
  each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  and
  completion of        years of ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  vesting
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  participation
  in the Plan. [NOTE: 
  Participation is measured on an elapsed time basis from the Entry
  Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  but
  only if at the time of the withdrawal the Participant is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  fully
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  at
  least        % vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ...
  in his/her Frozen Employer Regular Profit Sharing Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  completion
  of        years of  ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  vesting
  Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  participation
  in the Plan. [NOTE: 
  Participation is measured on an elapsed time basis from the Entry
  Date.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  at
  any age on account of Hardship  ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  but
  only if at the time of the withdrawal the Participant is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a.

  	
  o

  	
  fully
  vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  b.

  	
  o

  	
  at
  least         % vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ...
  in his/her Frozen Employer Regular Profit Sharing Contribution Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  o

  	
  for
  any reason, but only if at the time of the withdrawal the Participant is
  fully vested in his/her Frozen Employer Regular Profit Sharing Contribution
  Account, and provided the withdrawal may not include amounts allocated to the
  Contribution Account within two years prior to the withdrawal ... [check if applicable]:  [NOTE: The calculation of the
  maximum amount available for withdrawal is set forth in Plan Sec. 11.2(a).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  unless
  the Participant has completed five years of participation in the Plan. [NOTE:  Participation is measured on an elapsed
  time basis from the Entry Date.]

  



 


G.            Frozen Employer Qualified Matching and Profit Sharing Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  G.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employer Qualified Matching
  and/or Qualified Profit Sharing Contribution Account will be 100% at all
  times.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  G.2.

  	
  Withdrawals
  are allowed from Frozen Employer Qualified Matching and/or Qualified Profit
  Sharing Contribution Accounts ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason after... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Normal
  Retirement Age (or age 591⁄2, if later).

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  age
  591⁄2.

  
	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  age
         [60
  or more].

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  for
  Hardship after age 591⁄2.

  



 


71





















 


H.            Frozen Employer Pension Component


 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  	
  H.1.

  	
  A
  Participant’s vested percentage in his/her Frozen Employer Pension
  Contribution Account will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  100%
  at all times. [Skip to H.4.]

  
	
   

  	
  b.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
  5

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
  6

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
  7 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
  c.

  	
  o

  	
  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
  Years
  of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  5 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
   

  	
  [NOTE: 
  If the Plan is Top-Heavy, and if the vesting schedule specified above
  does not satisfy the vesting requirements appropriate for a Top-Heavy Plan
  under Plan Sec. 17.2, the vested percentage of the Participant will be the
  greater of the vested percentage determined under the vesting schedule
  specified above or the applicable vesting schedule specified in Plan Sec.
  17.2.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Treatment of Forfeitures:

  [Plan Sec. 7.2]

  	
  H.2.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer Pension
  Contribution Accounts ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  can

  
	
   

  	
  b.

  	
  o

  	
  cannot

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...
  be applied to pay administrative expenses of the Plan if so directed by the
  Plan Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H.3.

  	
  A
  Pending Allocation Account that reflects Forfeitures from Frozen Employer
  Pension Contribution Accounts (to the extent not applied to pay
  administrative expenses if permitted in H.2) will be  [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  o

  	
  applied
  as a credit against ... [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer
  Safe-Harbor and/or Regular Matching Contributions

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer
  Safe-Harbor and/or Regular Profit Sharing Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ...
  that are made under the Plan, as and when directed by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  o

  	
  allocated
  as of the last day of the Plan Year as an additional ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  Employer
  Regular Matching Contribution.

  
	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  Employer
  Regular Profit Sharing Contribution. [NOTE: If
  the Plan provides for a fixed contribution determined under an integrated
  formula, the allocation will be made in proportion to Plan

  



 


72





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Compensation for the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The
  allocation will be made in the same manner as (and as part of) any variable
  contribution, or in proportion to any fixed contribution, under the Plan. [NOTE: If
  the Plan provides for a variable contribution (e.g., a discretionary
  contribution), and a contribution is not made for a Plan Year, the allocation
  will be made in the same manner as the variable contribution would have been
  allocated.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  o

  	
  allocated
  as of the last day of the Plan Year in proportion to Plan Compensation for
  the Plan Year. The allocation will be among all eligible Participants who are
  eligible to receive any Employer Contribution for the Plan Year or, if there
  are no such Participants, among all eligible Participants who are eligible to
  make an Employee Contribution for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  In-Service Withdrawals:

  [Plan Sec. 11.2]

  	
  H.4.

  	
  Withdrawals
  are allowed from Frozen Employer Pension Contribution Accounts ... [check one]:

  
	
   

  	
  a.

  	
  o

  	
  N/A
  – in-service withdrawals are not allowed.

  
	
   

  	
  b.

  	
  o

  	
  for
  any reason after Normal Retirement Age.

  



 


73





















 


SPECIAL TESTING RULES ADDENDUM


 


 


This Special Testing Rules Addendum must be completed if this
amendment to the Plan is being made in order to retroactively document the
administrative choices made in response to changes in the law resulting from
the Uruguay Round Agreements Act (“GATT”), the Uniform Services Employment and
Reemployment Rights Act (“USERRA”), the Small Business Job Protection Act of
1996 (“SBJPA”), the Taxpayer Relief Act of 1997 (“TRA ‘97”), the Internal
Revenue Service Restructuring and Reform Act of 1998 or the Community Renewal
Tax Relief Act of 2000 (collectively referred to as “GUST”).


 


The elections set forth in the Adoption Agreement will
control for Plan Years beginning on and after the Amendment Effective Date of
the Adoption Agreement that implements the changes required by GUST.  The following elections relate only to Plan
Years beginning prior to such Amendment Effective Date.


 


Highly Compensated Employees


 


Explanation:  Code § 414(q) allows two
elections for purposes of determining the Highly Compensated Employees.  First, a “top-paid group” election generally
allows the Highly Compensated Employees (other than more than five-percent
owners) to be limited to the top 20% of employees when ranked by
compensation.  Second, if the plan year
is other than the calendar year, a “calendar year” election generally allows
the Highly Compensated Employees to be determined based on calendar year
compensation instead of plan year compensation. 
These elections are first available for plan years beginning on or after
January 1, 1997.


 


Election (1):  Specify whether the “top-paid
group” election did or did not apply for the specified Plan Year ... [complete]:


 




	
  For the Plan
  Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Did the top-paid

  group election

  apply?

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  o  did

  	
  ý  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1998

  	
   

  	
  o  did

  	
  ý  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1999

  	
   

  	
  o  did

  	
  ý  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  o  did

  	
  ý  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  o  did

  	
  ý  did not

  	
   

  	
  ... apply

  	
   

  






 


Election (2):  Specify whether the “calendar
year” election did or did not apply for the specified Plan Year ... [complete]: [NOTE:  Do not complete for any year for which the
calendar year was the Plan Year.]


 




	
  For the Plan
  Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Did the calendar

  year election

  apply?

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  o  did

  	
  o  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1998

  	
   

  	
  o  did

  	
  o  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1999

  	
   

  	
  o  did

  	
  o  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  o  did

  	
  o  did not

  	
   

  	
  ... apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  o  did

  	
  o  did not

  	
   

  	
  ... apply

  	
   

  






 


[NOTE:  Depending on your Adoption Agreement, the
“calendar year” election may not be available for Plan Years beginning on or
after the Amendment Effective Date of your new Adoption Agreement.]


 


74





















 


Actual Deferral/Contribution Percentage Test


 


Explanation:  Code § 401(k) requires that
elective deferrals annually satisfy an Actual Deferral Percentage (ADP)
Test.  Further, Code § 401(m) requires
that after-tax contributions and matching contributions annually satisfy an
Actual Contribution Percentage (ACP) Test. 
Starting for the first plan year beginning on or after January 1, 1997,
the ADP and ACP Tests must either be applied using a “prior year” or “current
year” testing methodology.


 


Election (1):  For each specified Plan Year in
which the Plan was subject to the ADP Test, specify whether the “prior year” or
“current year” testing methodology applied for purposes of the ADP Test ... [complete]: [NOTE:  If the Plan was a safe-harbor plan under Code
§ 401(k)(12) for any Plan Year beginning on or after January 1, 1999, the
“current year” method must be specified for that Plan Year.]


 




	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Which testing method

  was used to apply

  the ADP Test?

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  o  current year

  	
  ý  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1998

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1999

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  






 


Election (2):  For each specified Plan Year in
which the Plan was subject to the ACP Test, specify whether the “prior year” or
“current year” testing methodology applied for purposes of the ACP Test ... [complete]:  [NOTE:  If the Plan was a safe-harbor plan under Code
§ 401(m)(11) for any Plan Year beginning on or after January 1, 1999, the
“current year” method must be specified for that Plan Year.]


 




	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Which testing method

  was used to apply

  the ACP Test?

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  o  current year

  	
  ý  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1998

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1999

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  ý  current year

  	
  o  prior year

  	
   

  	
  ... method

  	
   

  






 


Family Aggregation Rules


 


Explanation:  Code § 401(a)(17) previously
applied certain “family aggregation rules” to determine the annual compensation
limit of a participant.  Those family
aggregation rules were repealed effective as of the first plan year beginning
on or after January 1, 1997.   However,
the Plan voluntarily may have continued to apply the family aggregation rules
for this purpose until it is amended for GUST.


 


Election:  The Plan discontinued the family
aggregation rules as of the Plan Year beginning on or after ... [check one]:


 


	
  a.

  	
  ý  January 1,
  1997.

  
	
  b.

  	
  o  the
  Amendment Effective Date of the Adoption Agreement that implements the
  changes required by GUST.

  
	
  c.

  	
  o       
      [a date between the dates specified in a. and b.]

  



 


Cash-Out Amount


 


Explanation:  Code § 411(a)(11)
previously allowed involuntary “cash-out” of amounts not in excess of
$3,500.  This limit was raised to $5,000
effective as of the first plan year beginning after August 5, 1997.  However, the Plan voluntarily may have
continued the $3,500 (or a lower) cash-out amount.


 


75





















 


Election:  The Plan implemented the higher
cash-out amount now specified in the Adoption Agreement as of... [check one]:


 


	
  a.

  	
  ý  the
  first day of the first Plan Year beginning after August 5, 1997.

  
	
  b.

  	
  o  the
  Amendment Effective Date of the Adoption Agreement that implements the
  changes required by GUST.

  
	
  c.

  	
  o            
  [a date between the dates specified in a.
  and b.]

  
	
  d.

  	
  o  N/A
  – the cash-out amount has not been increased by the Amendment Effective Date
  of the Adoption Agreement that implements the changes required by GUST.

  



 


Required Beginning Date


 


Explanation:  Code § 401(a)(9) previously
required that minimum distributions commence to any participant as of the April
1 of the calendar year after the calendar year in which he/she attained age 701⁄2
(even if he/she remained employed with the employer sponsoring the plan).  This “required beginning date” was changed
for participants who are still employed after age 701⁄2 (but not for more than
five percent owners) effective January 1, 1997. 
However, the Plan voluntarily may have continued to determine the
required beginning date based on the definition in effect prior to January 1,
1997.


 


Election (1):  The Plan implemented the new
required beginning date as of ... [check one]:


 


	
  a.

  	
  ý  January
  1, 1997.

  
	
  b.

  	
  o  the
  Amendment Effective Date of the Adoption Agreement that implements the
  changes required by GUST.

  
	
  c.

  	
  o              [a date
  between the dates specified in a. and b.]

  
	
  d.

  	
  o  N/A
  – the new required beginning date has not been implemented by the Amendment
  Effective Date of the Adoption Agreement that implements the changes required
  by GUST.  [NOTE:
  This option is not appropriate for Plans adopted or originally effective on
  or after January 1, 1997.]

  



 


Election (2):  A Participant who attained age
701⁄2 prior to the date specified above and who has not had a Termination of
Service ... [check one]:  [NOTE:  Do not complete if d. is selected above.]


 


	
  a.

  	
  o may not elect to stop minimum
  distributions.

  
	
  b.

  	
  ý may elect to stop minimum distributions and
  recommence such distributions by the April 1 of the calendar year after the
  calendar year of his/her Termination of Service, and the new commencement
  date ... [check one]:

  



 


1.   ý      will


2.   o      will not


 


... be treated as a new Benefit Starting Date for purposes of the
Plan.  [NOTE:  The option to stop minimum distributions does
not apply to a Participant who is a more than five-percent owner in the Plan
Year ending in the calendar year in which he/she attains age 701⁄2.]


 


Combined Plan Limit


 


Explanation:  Code § 415(e) previously imposed
a “combined plan limit” if an employer maintained both a defined contribution
plan and a defined benefit plan.  This
limit was repealed effective for Limitation Years beginning on or after January
1, 2000.  However, the Plan voluntarily
may have continued to apply the limit until it is amended for GUST.


 


Election:  The Plan eliminated the combined
plan limit effective as of the first Limitation Year beginning on or after ... [check one]:


 


	
  a.

  	
  o  January
  1, 2000.

  
	
  b.

  	
  o  the
  Amendment Effective Date of the Adoption Agreement that implements the
  changes required by GUST.

  
	
  c.

  	
  o              [a date
  between the dates specified in a. and b.]

  
	
  d.

  	
  ý  N/A –
  no Controlled Group Member has maintained a defined benefit plan after
  January 1, 2000, covering any Participant in this Plan.

  



 


76





















 


ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF
2001


PLAN ADDENDUM


 


The Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”) made a number of changes to the Plan –
some mandatory and some optional.  This
EGTRRA Addendum includes both the required changes to the Plan and the elective
provisions.


 


Use of this Addendum:  For a
Plan with an Original Effective Date prior to January 1, 2002, use this
Addendum to amend the Plan for the provisions of EGTRRA.  This Addendum must be adopted by the Lead
Employer by the end of the Plan Year beginning in 2002.  For a Plan with an Original Effective Date on
or after January 1, 2002, use this Addendum to supplement the Adoption
Agreement for plan options which are not reflected on the Adoption
Agreement.  This Addendum should be
adopted with the Adoption Agreement.


 


Preamble


 


1.     Adoption and effective date of
amendment.  Except as otherwise provided,
this Addendum shall be effective as of the first day of the first Plan Year
beginning after December 31, 2001 (or
the Plan’s Original Effective Date, if later). 
This Addendum is intended as good faith compliance with the requirements
of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued
thereunder.


 


2.     Inconsistent provisions.  This Addendum shall supersede the provisions of
the Basic Plan Document and the Adoption Agreement to the extent those
provisions are inconsistent with the provisions of this Addendum.


 


Lead Employer Options


 


The following amendments reflect provisions of EGTRRA on
which choices are available to Lead Employers. 
Lead Employers must complete the following elections and sign this
Addendum on the final page.  If you do
not complete this Addendum, the default provisions of the Basic Plan Document
will continue to apply.


 


Plan Compensation


 


Explanation:  Tax law limits the amount of a Participant’s
earnings that can be considered for purposes of Plan contributions.  For the 2001 Plan Year, the limit was
$170,000.  Under EGTRRA, this limit was
increased to $200,000 in 2002, and will be adjusted for inflation in future
years.  This increase is not mandatory
and a Plan on a non-standardized adoption agreement may elect to remain at the
$170,000 limit indefinitely, with no adjustments for inflation.  However,
a Plan must use $200,000 (or the applicable yearly limit) for the purposes of
calculating Employer Safe-Harbor Matching or Safe-Harbor Profit Sharing
Contributions for Plan Years beginning on or after January 1, 2002.  Please
note that if the Lead Employer has otherwise limited Plan Compensation to a
specific dollar amount under Section E.2. of the Adoption Agreement, it may be
unnecessary to complete this election.


 


Election:  Plan Compensation.  Will the Plan limit Plan Compensation to
$170,000 for Plan Years beginning on or after January 1, 2002? ... [check if applicable]:


 


a.       o  Yes. [Note:  Not a valid
option for a Plan on a standardized adoption agreement.  This limit will not apply for the purposes of
Employer Safe-Harbor Matching or Safe-Harbor Profit Sharing Contributions.]


 


[NOTE:  Unless a. is checked above, the Plan
Compensation Limit will be $200,000 for the 2002 Plan Year and will continue to
be adjusted for cost of living increases in future years.  However, if the Lead Employer has limited
Plan Compensation under Section E.2.d. of the Adoption Agreement, that
limitation will continue to apply, regardless of the election made above.]


 


Rollovers Disregarded in Cash-Outs


 


Explanation:  Effective January 1, 2002, a Plan may opt to calculate an involuntary
cash-out amount by disregarding the balance of the Participant’s Employee
Rollover Account.  If this election is
made, the balance of the Participant’s Employee Rollover Account will not be
considered when determining if the Participant is subject to the cash-out.  For example, a Participant with an Employee
Rollover Account balance of $10,000 may be cashed-out of the Plan, provided the
balance of his/her other Plan Accounts is under the cash-out amount then in
effect for the Plan.


 


Election:  Treatment of Employee Rollover Contributions
in the Application of the Cash-Out Provision. 
Does the Plan exclude Employee Rollover Contributions (and earnings
allocable thereto) in determining whether the Participant’s Benefit is


 





















 


subject to involuntary cash-out? ...[check if applicable]:


 


a.     ý      Yes.  This rule applies to all ... [complete if applicable]:


1.   ý      distributions made after
December 31, 2001 [enter a date
no earlier than December 31, 2001]


2.   o      Participants who separated from service after            [enter a
date; date may be earlier than December 31, 2001]


 


[NOTE:  Employee Rollover Account balances will be
considered in determining cash-outs unless a. is checked above.  If a. is checked, but neither 1. nor 2. is
completed, the new rule will apply as of the first day of the Plan Year in
which this Addendum is signed.]


 


Rollovers


 


Explanation:  A Plan that accepts rollover contributions will
accept rollovers from qualified plans and conduit IRAs.  Starting
with the first Plan Year beginning after December 31, 2001, a Plan may accept rollover contributions and direct
rollovers from additional retirement savings vehicles – 403(b) plans, certain
457 plans, non-conduit IRAs (but only those amounts attributable to pre-tax or
deductible contributions to the IRA), and rollovers of after-tax contributions
to a retirement plan.  If the Plan elects
to receive after-tax contributions, the Plan must separately account for such
amounts in order to track basis.  In
addition, the basis rules are different for certain after-tax contributions,
depending when made.


 


Election:  Additional Rollover Sources.  Specify the additional sources from which the
Plan will accept rollovers ... [check each of
a. through d. that applies]:


 


a.                    ý            Annuity contracts described
in Code § 403(b).


b.                   ý            Code § 457(b) plans
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state.


c.                    ý            IRAs described in Code §
408(a) or (b) (to the extent the distribution that is eligible to be rolled
over is otherwise includible in gross income).


d.                   o            After-tax contributions
to Code § 401(a) or 403(a) plan (excluding after-tax IRA and Roth IRA
contributions).


 


[NOTE: 
Plans that elected to accept rollover contributions in the Adoption
Agreement will automatically accept rollover contributions from qualified plans
and conduit IRAs.  If you do not complete
this election, rollover contributions will not be accepted from the new sources
described in a. through d. above.]


 


Special
Effective Date [complete if any of
a. through d. above are checked]:


This provision will be effective as of January 1, 2002 [month, day, year].  [NOTE:  If the effective date is not specified, this
provision will be effective on the first day of the Plan Year in which this
Addendum is signed.]


 


Suspension Period Following Hardship Distribution


 


Explanation:  Effective January 1, 2002, Plans may impose a 6 month pre-tax and
after-tax deferral suspension period following a hardship withdrawal made after
December 31, 2001.  (Prior to January 1,
2002, the Plan imposed a twelve month suspension period following a
hardship.)  This change is mandatory for
safe-harbor plans within the meaning of Code § 401(k)(12) and 401(m)(11) (plans
that avoid ADP and ACP testing by making 100% vested matching or profit sharing
contributions to the Plan under Article H. of the Adoption Agreement).


 


Election 1:  Will the Plan impose a 6 month suspension
period following a hardship withdrawal made after December 31, 2001? ... [check if applicable]:


 


a.       ý    Yes.


 


[NOTE: 
The suspension period will be 12 months unless a. is checked above.  However, if this Plan is a safe-harbor plan
under Article H. of the Adoption Agreement, the suspension period will be 6
months regardless of your election above.]


 


Explanation:  Plans may also limit the suspension period for a hardship withdrawal
taken in 2001 to the later of 6 months after receipt of the distribution or
January 1, 2002.  A Plan with an Original
Effective Date on or after January 1, 2002, should not complete this election.


 


Election 2:  Will the Plan shorten the suspension period
imposed following a hardship withdrawal made in 2001 to the later of 6 months
after the receipt of the hardship distribution or January 1, 2002? ...[check if applicable]:


 


a.       o    Yes.


 


[NOTE: 
The suspension period following hardship withdrawals made in 2001 will
be 12 months unless a. is checked above.]


 





















 


Vesting Schedule


 


Explanation:  For Plan Years beginning on or after January 1,
2002, Plans are required to vest Participants in their Matching Contributions
at least as quickly as a six-year graded schedule or a three-year cliff
schedule.  This change is required for
all Matching Contributions on Elective Deferrals made after January 1,
2002.  For a Plan in existence prior to
2002, the vesting schedule elected below (if different) replaces the vesting
schedule elected in Section I.11. of the Adoption Agreement for all Matching
Contributions made for Plan Years beginning on or after January 1, 2002.  For a Plan with an Original Effective Date on
or after January 1, 2002, the vesting schedule elected below applies to all
Matching Contributions made to the Plan and Section I.11. of the Adoption
Agreement does not apply.


 


Election 1: Vesting Schedule for Employer
Matching Contributions.  A Participant’s
vested percentage in his/her Employer Regular Matching Contributions made for
Plan Years beginning on or after January 1, 2002 will be ... [check one]:


 


a.                    o            100% at all times.


b.                   o            determined under the following schedule ... [complete as desired]:


 


	
  Years
  of Service

  	
   

  	
  Vested Percentage

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
  3

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
  4

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
  5

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
  6 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


c.       o    determined under the following schedule ... [complete as desired]:


 


	
  Years
  of Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
   

  	
  %

  
	
  2

  	
   

  	
   

  	
  %

  
	
  3

  	
   

  	
  100

  	
  %

  



 


d.      o    vesting schedule in Section I.11. of the
Adoption Agreement complies with (a), (b) or (c). [Note:  Not a
valid option for a Plan with an Original Effective Date on or after January 1,
2002.]


 


[NOTE: 
If the Plan matches Employee Catch-up Contributions, those matching
contributions will also vest on the schedule listed above.  If the Lead Employer does not complete this
election and the Plan’s vesting schedule does not satisfy the new requirements,
a graded vesting schedule will be deemed to be a six year graded schedule (20%
per year, starting at two years of Service) and a cliff vesting schedule will
be deemed to be a three year cliff schedule (with full vesting at 3 years of
Service).]


 


Explanation:  Plans may also apply the vesting schedule
elected above to past Employer Regular Matching Contributions and to Employer
Regular Profit Sharing Contributions for all Active Participants.  Plans with an Original Effective Date on or
after January 1, 2002, should not complete Election 2.  For a Plan with an Original Effective Date
prior to January 1, 2002, the Elections below will replace the applicable
elections in the Adoption Agreement, if different, including Sections I.11. and
J.9. of the Adoption Agreement.  If the
revised schedule is not applied to past matching contributions, a separate
source will be required to track the vested percentage of the pre-2002 and
post-2001 Matching Contributions.


 


Election 2:  Other Contributions.  Specify the other contributions (which are currently subject to a vesting
schedule), if any, to which the revised
vesting schedule will apply ... [check a., or
each of b. and c. that applies]:


 


a.                    o            N/A - the revised vesting schedule only applies
to Employer Regular Matching Contributions made for Plan Years beginning on or
after January 1, 2002.


b.                   o            all Employer Regular Matching Contributions,
whenever made.


c.                    o            also to Employer Regular Profit Sharing
Contributions ... [check one]:


 


1.   o                 whenever made.


2.   o                 made for Plan Years beginning on or after
January 1, 2002.


 


[NOTE: 
Unless b. or c. is checked above, the revised vesting schedule will only
apply to Matching Contributions made for Plan Years beginning on or after
January 1, 2002.  If b. or c. is checked
above, the revised vesting schedule will only apply to the specified accounts
of Participants who are Active Participants at some time during the 2002 Plan
Year.  If vesting occurs at a slower rate
under the revised schedule, the election provisions of Plan section 10.2(k)
will apply.]


 





















 


Employee Catch-up Contributions


 


Explanation:  Effective January 1, 2002, a Plan may now
allow Participants age 50 or over (plus those projected to attain age 50) in
the applicable year to make additional pre-tax contributions (“Employee
Catch-up Contributions”) to the Plan when the Participant’s pre-tax
contributions are otherwise limited under the Plan or by law.  However, if a Plan allows for Employee
Catch-up Contributions, all plans in the Controlled Group that allow for
pre-tax contributions must generally provide Participants with the same
“effective opportunity” to make Employee Catch-up Contributions.


 


Election 1:  Employee Catch-up Contributions.  Will Employee Catch-up Contributions be
allowed under this Plan? ... [check one]:


 


a.                    o  No.


b.                   ý  Yes.  This provision will be effective as of ... [check one]:


 


1.   o      January 1, 2002.


2.   o      The first day of the Plan Year beginning            [specify
date no earlier than January 1, 2002].


3.
  ý      Other December 1, 2002 [specify date no earlier than January 1, 2002].


 


[NOTE:  The Plan will not accept Employee Catch-up
Contributions unless b. is checked above.  Employee Catch-up Contributions will
generally be subject to the same administrative options and requirements that
apply to Employee Pre-Tax Contributions under the Plan (e.g., the dates as of
which a pay reduction agreement may be modified, etc.).]


 


Election 2:  Maximum Contributions.  Employee Catch-up Contributions will be limited to
...[complete if applicable]:


 


a.       o  A maximum of
      % of Plan Compensation each payroll period.


 


[NOTE:  In addition to any percentage limit on
contributions elected above, Employee Catch-up Contributions will be limited to
the dollar amount for the applicable year under the tax laws.]


 


Employer Catch-up Matching Contributions


 


Explanation:  Plans that allow Employee Catch-up
Contributions may decide to match those contributions.  While Employee Catch-up Contributions are
generally exempt from the Plan’s testing requirements, including the Actual
Deferral Percentage Test, any matching contributions made on these Employee
Catch-up Contributions will be considered in the Plan’s testing.  Employer Catch-up Matching Contributions will
be allocated in the same manner and under the same formula as other Employer
Regular Matching Contributions (or Employer Safe-Harbor Matching Contributions)
made under the Plan.


 


Election:  Employer Catch-up Matching Contributions.  Will the Plan match Employee Catch-up
Contributions? ... [check one]:


 


a.                    o       No.


b.                   ý       Yes.  This provision will be effective as of ... [check one]:


 


1.   o      January 1, 2002.


2.   o      The first day of the Plan Year beginning            [specify
date no earlier than January 1, 2002].


3.
  ý      Other December 1 2002 [specify date no earlier than January 1, 2002].


 


[NOTE: Employer
Catch-up Matching Contributions will not be made unless b. is checked above.
Employer Catch-up Matching Contributions will be determined under the same
formula used for Employer Regular Matching Contributions (or Employer Safe-Harbor
Matching Contributions) .]


 


Mandatory Plan Amendments


 


The following amendments are mandatory changes to your Basic
Plan Document as a result of EGTRRA. 
Although you do not have to make any choices on these provisions, you
should read through the changes to see how they affect your Plan.


 


Section 2.56(f) – Plan Compensation


 


Effective January 1, 2002, Plan Section 2.56(f) is
amended to add the following sentence at the end of the subsection:


 


If
so specified in the Adoption Agreement (or addendum thereto), for Plan Years
beginning on or after January 1, 2002, Plan Compensation will be limited to
$170,000, the Code § 401(a)(17) limit in effect for 2001.


 





















 


Section 2.70 - Termination of Service


 


Effective for distributions made after December 31,
2001, Plan Section 2.70 is amended to replace the words “separation from
service” with the words “severance from employment”.  In addition, the following sentence is added
to the end of the section:


 


The
“severance from employment” standard applies to all distributions made after
December 31, 2001, regardless of when the severance from employment occurred.


 


Section 4.1 – Pre-Tax
Contributions


 


Effective January 1, 2002, Plan Section 4.1(e) is
amended to add the following to the end of the subsection:


 


However, the limit in this subsection does not apply to
any contributions permitted by the Plan and specified in the Adoption Agreement
(or addendum thereto) which are subject to Code § 414(v).


 


Effective January 1, 2002, Plan Section 4.1 is amended
to add a new subsection (i) to read as follows:


 


(i)    Employee Catch-up
Contributions.  If so specified in the Adoption
Agreement (or addendum thereto), an eligible Active Participant may elect to
have his/her Plan Compensation further reduced to make additional pre-tax
contributions to the Plan, as provided in Code § 414(v) and regulations
thereunder.  Such additional
contributions are Employee Catch-up Contributions.  To be eligible to make Employee Catch-up
Contributions, the Active Participant must be otherwise eligible to make
Employee Pre-Tax Contributions and must be age 50 or older.  For purposes of this rule, a Participant who
is projected to attain age 50 before the end of a calendar year is deemed to be
age 50 as of January 1 of that year.


 


Except to the extent required by applicable regulations,
such Employee Catch-up Contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
Code § 401(a)(30) and 415(c).  The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing Code § 401(k)(3), 401(a)(4), 401(k)(3), 401(k)(11), 410(b) or
416, as applicable, by reason of allowing such Employee Catch-up Contributions.


 


Employee
Catch-up Contributions may not exceed the limit in effect under Code § 414(v)
for such taxable year.  All Catch-up
Contributions made by the Participant to any qualified plan or Code § 403(b),
408(k) or 408(p) plan sponsored by a Controlled Group Member will be aggregated
for purposes of this limit.


 


Employee Catch-up Contributions under the Plan will be
administered in accordance with Code § 414(v) and any applicable
regulations or other IRS guidance thereunder.


 


Employee
Catch-up Contributions will be subject to the same administrative options and requirements
that apply to Employee Pre-Tax Contributions, as specified in the Adoption
Agreement or other Plan procedures.


 


Section 4.5 – Rollover Contributions


 


Effective January 1, 2002, Plan Section 4.5 is amended
to replace the second paragraph with the following:


 


An “Employee Rollover Contribution” means a rollover
contribution or rollover amount from another qualified plan or “conduit”
individual retirement account described in Code § 401(a)(31), 402(c), 403(a)(4)
or 408(d)(3), or an elective transfer described in Treas. Reg. §
1.411(d)-4(Q&A-3), as allowed under the Code as in effect on December 31,
2001.  As of the first day of the Plan
Year beginning in 2002, or any later date that may be indicated in the Adoption
Agreement (or addendum hereto), “Employee Rollover Contribution” also includes
rollover contributions from the sources, if any, specified in the Adoption
Agreement (or addendum thereto).


 


Section 5.2 – Regular Matching Contributions


 


Effective January 1, 2002, Plan Section 5.2 is amended to
add a new subsection (h) to read as follows:


 


(h)   Matching Employee Catch-up Contributions.  If so specified in the Adoption Agreement (or
addendum thereto), the Employer will make Employer Catch-up Matching
Contributions on the Employee Catch-up Contributions made under the Plan.  Employer Catch-up Matching Contributions will
be allocated in the same manner as Employer Regular Matching Contributions (or
Employer Safe-Harbor Matching Contributions). 
Any such Employer Catch-up Matching Contributions under the Plan will be
administered in accordance with Code § 414(v) and any applicable
regulations or other IRS guidance thereunder.


 























 


Section 10.2 – Vesting Schedule for Employer Regular
Matching Contributions


 


Effective January 1, 2002, Plan Section 10.2 is amended
to add a new subsection (n) to read as follows:


 


(n)         Vesting of Employer
Matching Contributions.  Notwithstanding
any provision of the Plan to the contrary, all Employer Regular and Catch-up
Matching Contributions made for Plan Years beginning on or after January 1,
2002, shall vest as specified in the Adoption Agreement (or addendum thereto),
provided such vesting schedule satisfies the requirements of Code
§ 411(a).  If the specified vesting
schedule does not satisfy the requirements of Code § 411(a), a graded
vesting schedule will be deemed to be a six year graded schedule (20% per year,
starting at 2 years of Service) and a cliff vesting schedule will be deemed to
be a three year cliff schedule (with full vesting at 3 years of Service).


 


If and to the extent so specified in the Adoption
Agreement (or addendum thereto), the vesting schedule required by Code
§ 411(a) will be applied to other Contribution Accounts, including
Employer Regular Matching Contributions made for Plan Years beginning prior to
January 1, 2002, and Employer Regular Profit Sharing Contributions.


 


Section 11.2(b) – Suspension Period following Hardship
Distribution


 


Effective January 1, 2002, Plan Section
11.2(b)(3)(B)(iii) is amended to add the following paragraph:


 


If so specified in the Adoption Agreement (or addendum
thereto), for withdrawals made on or after January 1, 2002, the Participant’s
Pre-Tax and After-Tax Contributions, Elective Deferrals and other voluntary
contributions will be suspended for a period of six months after such
withdrawal.  For Plans that are
safe-harbor plans within the meaning of Code § 401(k)(12) or 401(m)(11), the
suspension period is six months after such withdrawal.  For withdrawals made in 2001, the suspension
period will be the later of 6 months after the receipt of the distribution or
January 1, 2002, if so specified in the Adoption Agreement (or addendum
thereto).


 


Effective January 1, 2002, Plan Section
11.2(b)(3)(B)(iv) is amended to add the following paragraph:


 


Effective January 1, 2002, this paragraph (iv) shall
cease to apply to this Plan.


 


Section 11.3(g) - Plan Loans for Owner-Employees and
Shareholder Employees


 


Plan Section 11.3(g), prohibiting Plan loans to any
owner-employee or shareholder-employee, shall cease to apply effective for Plan
loans made after December 31, 2001.


 


Section 12.4 – Cash-Out of Small Benefits


 


Effective January 1, 2002, Plan Section 12.4 is amended
to add the following paragraph:


 


If so specified in the Adoption Agreement (or addendum
thereto), Benefits attributable to Employee Rollover Contributions, and
earnings thereon, shall be disregarded in determining the cash-out amount.


 


Section 12.8 – Direct Rollovers


 


Effective for distributions made after December 31,
2001, Plan Section 12.8(c)(1) is amended to replace subsections (C) and (D) as
follows:


 


(C)        Any distribution to the extent such a distribution
is attributable to a Hardship.


 


(D)       Any portion of a distribution shall not fail to be
an Eligible Rollover Distribution merely because the portion consists of
after-tax employee contributions which are not includible in gross income.  However, such portion may be transferred only
to an individual retirement account or annuity described in Code § 408(a) or
(b), or to a qualified defined contribution plan described in Code § 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.


 


Effective for distributions made after December 31,
2001, Plan Section 12.8(c)(3) is amended to read as follows:


 


(3)          “Eligible Retirement Plan” – means an individual
retirement account described in Code § 408(a), an individual retirement annuity
described in Code § 408(b), an annuity plan described in Code § 403(a), a
qualified trust described in Code § 401(a), an annuity contract described in
Code § 403(b), an eligible plan under Code § 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 and which agrees to separately
account for amounts transferred into such plan from this Plan, or any other
plan


 





















 


or account allowed under future legislation or
regulation that accepts the Eligible Rollover Distribution.  The definition of Eligible Retirement Plan
also applies 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 § 414(p).


 


Section 12.17 – Special Distribution Provisions


 


Effective January 1, 2002, Plan Section 12.17 is amended
to add the following sentence to the end of the section:


 


Effective January 1, 2002, subsections (b) and (c) shall
cease to apply to this Plan.


 


Article XVII – Top-Heavy Rules


 


For Plan Years beginning after December 31, 2001, Plan
Section 17.1(a) is amended to add the following paragraph:


 


As of the first day of the Plan Year beginning on or
after January 1, 2002, Employer Regular and Catch-up Matching Contributions
under this Plan (and employer matching contributions under any other plan whose
contributions are to be used to satisfy the requirements of this section) may
be used to satisfy the minimum amount of employer contributions which must be
allocated under this section.  Matching
Contributions that are used to satisfy the requirements of this section shall
be treated as Employer Regular and Catch-up Matching Contributions for purposes
of the Actual Contribution Percentage Test and other requirements of Code
§ 401(m).


 


For Plan Years beginning after December 31, 2001, Plan
Section 17.1(b) is amended to add a new paragraph (7) to read as follows:


 


(7)          As of the first day of
the Plan Year beginning on or after January 1, 2002, this Article XVII shall
not apply in any year in which the Plan consists solely of a cash or deferred
arrangement which meets the requirements of Code § 401(k)(12) and Safe-Harbor
Matching Contributions with respect to which the requirements of Code
§ 401(m)(11) are met.


 


For Plan Years beginning after December 31, 2001, Plan
Section 17.4(b) is amended to read as follows:


 


(b)         Key Employee – means any individual
defined as such in Code § 416(i); generally, any Employee or former Employee
(including the Beneficiary of a deceased Employee or former Employee) who at
any time during the Plan Year that includes the Determination Date was:


 


(1)          An officer having Top-Heavy Compensation greater
than $130,000 (as adjusted under Code § 416(i)(1) for Plan Years beginning
after December 31, 2002).


 


(2)          A five-percent owner.


 


(3)          A one-percent owner who has Top-Heavy Compensation
of more than $150,000.


 


The determination of who is a Key Employee will be
made in accordance with Code § 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.


 


For Plan Years beginning after December 31, 2001, Plan
Section 17.4(l) is amended to add a new paragraph (5) to read as follows:


 


(5)          As of the first day of the Plan Year beginning on
or after January 1, 2002, any distribution due to severance from employment,
death or disability which was made prior to the one-year period ending on the
Determination Date shall be disregarded for purposes of applying the top-heavy
rules.  Paragraphs (1) and (2) of this
subsection shall also apply to distributions under a terminated plan which, had
it not been terminated, would have been aggregated with this Plan under Code §
416(a)(2)(A)(i).  If an individual has
not performed services for the employer at any time during the one-year period
ending on the Determination Date, any account balance or accrued benefit for such
individual shall not be taken into account.


 


Section 18.4(a) – Annual Additions


 


Effective January 1, 2002, Plan Section 18.4(a) is
amended to add the following paragraph:


 


Annual Additions do not include any Employee Rollover
Contribution made to this Plan.  For Plan
Years commencing in 2002 or later, any contributions to the Plan determined to
be Employee Catch-up Contributions under Code § 414(v) are not Annual
Additions.


 





















 


Section 18.4(j) – Maximum Permissible Amount


 


For Limitation Years beginning after December 31, 2001,
Plan Section 18.4(j) is amended to read as follows:


 


(j)             Maximum Permissible
Amount –
means the maximum Annual Addition that may be contributed or allocated to a
Participant’s Contribution Accounts under the Plan for any Limitation Year,
which (except to the extent permitted under Code § 414(v), if applicable)
will not exceed the lesser of:


 


(1)          $40,000, (as adjusted for increases in the
cost-of-living under Code § 415(d)).


 


If a short Limitation Year is created because of
an amendment changing the Limitation Year to a different
twelve-consecutive-month period, the dollar limit above will be multiplied by
the number of months (full months) in the short Limitation Year and divided by
12.


 


(2)          100% of the Participant’s 415 Compensation for the
Limitation Year.


 


The limitation referred to in paragraph (2) will
not apply to any contribution for medical benefits (within the meaning of Code
§ 401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition under
Code § 415(l)(1) or 419A(d)(2).


 


Section 19.4 – Multiple Use Test


 


Effective January 1, 2002, Plan Section 19.4 is amended
to add a new subsection (c) to read as follows:


 


(c)          This section will not
apply to any Plan Years beginning on or after January 1, 2002.


 


Section 19.6(h) – Excess Deferrals


 


Effective January 1, 2002, Plan Section 19.6(h) is
amended to add the following sentence to the end of the subsection:


 


However, in determining Excess Deferrals, any
contributions to the Plan subject to Code § 414(v) shall be disregarded.


 


Lead Employer Signature


 


IN WITNESS WHEREOF, the Lead Employer has caused this EGTRRA Addendum to be adopted
effective as of the date specified below.


 


You should consult with an attorney or other independent
qualified advisor as to the legal and tax effect of adopting this Addendum.


 


 


	
  Date
  signed:

  	
   

  	
   

  	
  Lead
  Employer:  Clayton Williams Energy, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name [print]:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Its [title]:

  	
   

  
							



 





















 


REQUIRED MINIMUM DISTRIBUTIONS ADDENDUM


 


Model Amendments for the 2001 Proposed Regulations and
the 2002 Final Regulations Under Code Section 401(a)(9)


 


 


This Required Minimum Distributions Addendum amends the
required minimum distribution provisions of the Basic Plan Document as provided
for by the 2001 Proposed Regulations and as required by the 2002 Final
Regulations under Code § 401(a)(9). 
In addition, the Addendum documents the choices made by a Plan while
transitioning to the 2002 Final Regulations.


 


Read the instructions in Sections I. – IV. of this
Addendum to determine which sections you need to complete.  Even if you do not complete Sections I. –
IV., read the 2002 Final Regulations Plan Amendment which appears at the end of
this Addendum and sign the Addendum, where indicated, to adopt this amendment.


 


Preamble


 


1.              Adoption
of amendment.  The provisions in
Section I. of this Addendum, if applicable to the Plan, must be adopted by the
later of December 31, 2002, or the end of the Plan’s GUST remedial amendment
period.  The provisions in the remainder
of the Addendum must be adopted no later than the last day of the first Plan
Year beginning on or after January 1, 2003.


 


2.              Inconsistent
provisions.  This Addendum shall
supersede the provisions of the Basic Plan Document and the Adoption Agreement
to the extent those provisions are inconsistent with the provisions of this
Addendum.


 


Section I. – The 2001 Proposed Regulations


 


Complete this Section I. if any required minimum
distributions for the 2001 calendar year were determined by the Plan based on
the 2001 Proposed Regulations.  Do not
complete Section I. if the Plan used the 1987 Proposed Regulations to determine
all minimum distributions for 2001.  In
addition, do not complete Section I. if your Plan’s Original Effective
Date is on or after January 1, 2002, or if the Plan has already been amended
for GUST.


 


Explanation:  In 2001, the IRS issued revised
proposed regulations under Code § 401(a)(9), relating to required minimum
distributions from retirement plans (the “2001 Proposed Regulations”).  Under the terms of this Plan, required minimum
distributions for calendar year 2002 will be determined in accordance with the
2001 Proposed Regulations.  The following
model amendment shall apply:


 


With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Code § 401(a)(9) in accordance with the
regulations under Code § 401(a)(9) that were proposed on January 17, 2001,
notwithstanding any provision of the Plan to the contrary.  This amendment shall continue in effect until
the end of the last calendar year beginning before the effective date of final
regulations under Code § 401(a)(9) or such other date as may be specified
in guidance published by the Internal Revenue Service.


 


However, in determining required minimum distributions for the 2001
calendar year, a Plan may have relied on either the regulations under Code
§ 401(a)(9) that were proposed in 1987 (the “1987 Proposed Regulations”)
or the 2001 Proposed Regulations.  If the
Plan determined minimum distributions based on the 2001 Proposed Regulations
for the 2001 calendar year, specify whether it did so ... [check one if applicable]:  [NOTE:  Do not
complete this Section I. if you are completing this Addendum following the
close of the Plan’s GUST remedial amendment period, if the Plan’s Original
Effective Date is on or after January 1, 2002, or if the Plan determined all
2001 minimum distributions under the 1987 Proposed Regulations.]


 


a.               o            For the entire 2001 calendar year (in which
case January 1, 2001 is substituted for January 1, 2002 in the model amendment
above, as it applies to your Plan); or


 


b.              o            For only part of the 2001 calendar year.  Specify the date during the 2001 calendar
year as of which you began to apply the 2001 Proposed Regulations:
              
[month, day, year].


 


If you selected this option, the following model amendment applies to
your Plan:


 


 With respect to distributions under the Plan made on or after
              
for calendar years beginning on or after January 1, 2001, the Plan will apply
the minimum distribution requirements of Code § 401(a)(9) in accordance
with the regulations under Code § 401(a)(9) that were proposed on January
17, 2001 (the 2001 Proposed Regulations), notwithstanding any provision of the Plan
to the contrary.  If the total amount of
required minimum distributions made to a Participant for 2001 prior to
              


 





















 


are equal to or greater than the amount of required minimum
distributions determined under the 2001 Proposed Regulations, then no
additional distributions are required for such Participant for 2001 on or after
such date.  If the total amount of
required minimum distributions made to a Participant for 2001 prior to
              
are less than the amount determined under the 2001 Proposed Regulations, then
the amount of required minimum distributions for 2001 on or after such date
will be determined so that the total amount of required minimum distributions
for 2001 is the amount determined under the 2001 Proposed Regulations.  This amendment shall continue in effect until
the last calendar year beginning before the effective date of the final
regulations under Code § 401(a)(9) or such other date as may be published
by the Internal Revenue Service.


 


Section II. – The 2002 Final Regulations


 


Complete this Section II. if the Plan began calculating
required minimum distributions under the 2002 Final Regulations for the 2002
calendar year.


 


Explanation:  In accordance with Section I. of this
Addendum, required minimum distributions for the 2002 calendar year are
determined based on the 2001 Proposed Regulations.  However, in 2002, the IRS issued final
regulations under Code § 401(a)(9) (the “2002 Final Regulations”) which
will be effective for the Plan on January 1, 2003, or the Plan’s Original
Effective Date, if later.  In addition, a
Plan may elect to apply the 2002 Final Regulations to required minimum
distributions it made for 2002.  If the
Plan determined distributions for 2002 under the 2002 Final Regulations, you
must complete the following election and contact Scudder Trust Company
immediately to insure that payments for 2002 are processed correctly.


 


Election 1:  If the Plan determined minimum
distributions for all or part of the 2002 calendar year based on the 2002 Final
Regulations, check the box below and specify the date as of which the Plan
began operating under the 2002 Final Regulations ... [check if applicable]:


 


a.               o            The Plan determined required minimum
distributions for the 2002 calendar year based on the 2002 Final Regulations, beginning
with minimum distributions made on or after
              
[month, day, year], and the 2001
Proposed Regulations applied to any minimum distributions for the 2002 calendar
year made prior to that date.


 


Section III. – Elections Under the 2002 Final
Regulations


 


Complete this Section III. if the Plan will modify the
default rules for calculating required minimum distributions which apply under
the 2002 Final Regulations.


 


Explanation:  The following elections must be
completed if the Plan wishes to modify the default requirements in sections 2.2
and 4.2 of the 2002 Final Regulations Plan Amendment at the end of this
Addendum.  The default rules under the
2002 Final Regulations require that if the Participant has a designated
Beneficiary, distributions will be made in accordance with the life expectancy
rules in Code § 401(a)(9)(B)(iii) and (iv) and if the Participant does not
have a designated Beneficiary, distributions will be made in accordance with
the 5-year rule in Code § 401(a)(9)(B)(ii).


 


Election 2:  A Plan may elect to modify the
default requirements to apply the 5-year rule in Code § 401(a)(9)(B)(ii)
to all distributions, even if the Participant has a designated Beneficiary.  Alternatively, the Plan may elect to apply
the 5-year rule only to certain distributions to a designated Beneficiary, as
described below.


 


Election to Apply 5-Year Rule to Distributions to
Designated Beneficiaries
... [check if applicable]:


 


a.               o            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 section 2.2 of
the following amendment, 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. 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
either the Participant or the surviving Spouse begin, this election will apply
as if the surviving Spouse were the Participant.  This election will apply to ... [check one]:


 


1.               o            All distributions.


 


2.               o            The following distributions:
              
[complete].


 


Election 3:  Alternatively, a Plan may permit
Participants or Beneficiaries to elect, on an individual basis, whether the
5-year rule in Code § 401(a)(9)(B)(ii) or the life expectancy rule in Code
§ 401(a)(9)(B)(iii) and (iv) applies to distributions after the death of a
Participant who has a designated Beneficiary.


 





















 


Election to Allow Participants or Beneficiaries to
Elect 5-Year Rule ... [check if applicable]:


 


a.               o            Participants or Beneficiaries may elect on an
individual basis whether the 5-year rule or the life expectancy rule in
sections 2.2 and 4.2 of the following amendment 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 section 2.2 of the following
amendment, 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 sections 2.2 and 4.2
of the following amendment and, if applicable, the elections in Election 2
above.


 


Election 4:  As a result of the default rules
under the 1987 Proposed Regulations, some beneficiaries did not commence
distributions under the life expectancy rules. 
A Plan may allow a designated Beneficiary who is subject to the 5-year
rule under the 1987 Proposed Regulations to switch to the life expectancy rule.


 


Election to Allow Designated Beneficiary Receiving
Distributions Under 5-Year Rule to Elect Life Expectancy Distributions ... [check
if applicable]:


 


a.               o            A designated Beneficiary who is receiving
payments under the 5-year rule may make a new election to receive payments
under the life expectancy rule until December 31, 2003, provided that all
amounts that would have been required to be distributed under the life
expectancy rule for all distribution calendar years before 2004 are distributed
by the earlier of December 31, 2003 or the end of the 5-year period.


 


Section IV. – Installment Payments under the 2002 Final
Regulations


 


Complete this Section IV. if the Plan allows for
distributions in the form of installment payments and wishes to continue
determining installments based on the life expectancy tables contained in
Treas. Reg. § 1.72-9, instead of moving to the life expectancy tables in the
2002 Final Regulations.


 


Explanation:  Under the terms of this Plan, a Plan that
allows for distributions in the form of installments will determine future
installment payments by using the life expectancy tables contained in the 2002
Final Regulations instead of the tables contained in Treas. Reg. § 1.72-9.  The new tables will be applied to both former
employees currently receiving installment payments and to employees who begin
installment payments in the future. 
However, a Plan may elect to continue using the life expectancy tables
in Treas. Reg. § 1.72-9 for all such installments.


 


Election 5:  Will the Plan continue to use
the life expectancy tables contained in Treas. Reg. § 1.72-9 to determine
installment payments?  ... [check if applicable]:


 


a.               o            Yes.


 


[NOTE:  Unless a. is checked above, the Plan will
begin determining installments under the 2002 Final Regulation life expectancy
tables as of the date that the Plan otherwise begins determining minimum
distributions under the 2002 Final Regulations.]


 


2002 Final Regulations Plan Amendment


 


Section 1 –
General Rules.


 


1.1.                  Effective Date.  Unless
an earlier effective date is specified above, the provisions of this amendment
will apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.


 


1.2.                  Coordination with Minimum Distribution
Requirements Previously in Effect. If the provisions above specify an effective date of this amendment
that is earlier than calendar years beginning with the 2003 calendar year,
required minimum distributions for 2002 under this amendment will be determined
as follows:  If the total amount of 2002
required minimum distributions under the Plan made to the distributee prior to
the effective date of this amendment equals or exceeds the required minimum
distributions determined under this amendment, then no additional distributions
will be required to be made for 2002 on or after such date to the distributee.
If the total amount of 2002 required minimum distributions under the Plan made
to the distributee prior to the effective date of this amendment is less than
the amount determined under this amendment, then required minimum distributions
for 2002 on and after such date will be determined so that the total amount of
required minimum distributions for 2002 made to the distributee will be the
amount determined under this amendment.


 


1.3.                  Precedence. The requirements of this amendment will take precedence over any
inconsistent provisions of the Basic Plan Document and the Adoption Agreement.


 





















 


1.4.                  Requirements of Treasury Regulations
Incorporated. All distributions
required under this amendment will be determined and made in accordance with
the Treasury regulations under Code § 401(a)(9).


 


1.5.                  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this
amendment, 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.


 


Section 2 – Time and Manner of Distribution.


 


2.1.                  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.


 


2.2.                  Death of Participant Before Distributions
Begin. If the Participant
dies before 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 Election
2 or 3 above, distributions to the surviving Spouse will begin by December 31
of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant
would have attained age 70 1/2, if later.


 


(b)                     If the Participant’s surviving Spouse is not
the Participant’s sole designated Beneficiary, then, except as provided in
Election 2 or 3 above, 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
September 30 of the year 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
section 2.2, other than section 2.2(a), will apply as if the surviving Spouse
were the Participant.


 


For purposes of this section 2.2 and section
4, unless section 2.2(d) applies, distributions are considered to begin on the
Participant’s Required Beginning Date. If section 2.2(d) applies, distributions
are considered to begin on the date distributions are required to begin to the
surviving Spouse under section 2.2(a). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant’s Required Beginning Date (or to the Participant’s
surviving Spouse before the date distributions are required to begin to the
surviving Spouse under section 2.2(a)), the date distributions are considered
to begin is the date distributions actually commence.


 


2.3.                  Forms of Distribution. 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
sections 3 and 4 of this amendment. 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 § 401(a)(9) and the Treasury regulations.


 


Section 3 – Required Minimum Distributions During
Participant’s Lifetime.


 


3.1.                  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 by the distribution period in the Uniform
Lifetime Table set forth in Treas. Reg. § 1.401(a)(9)-9, 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 Treas. Reg. § 1.401(a)(9)-9, using
the Participant’s and Spouse’s attained ages as of the Participant’s and
Spouse’s birthdays in the distribution calendar year.


 


3.2.                  Lifetime Required Minimum Distributions
Continue Through Year of Participant’s Death.  Required minimum distributions
will be determined under this section 3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participant’s date of death.


 





















 


Section 4 – Required Minimum Distributions After
Participant’s Death.


 


4.1.                  Death On or After Date 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 using the age of the Participant in the year of death, reduced by
one 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 for each distribution calendar year after the
year of the Participant’s death using the surviving Spouse’s age as of the
Spouse’s birthday in that year. For distribution calendar years after the year
of the surviving Spouse’s death, the remaining life expectancy of the surviving
Spouse is calculated using the age of the surviving Spouse as of the Spouse’s
birthday in the calendar year of the Spouse’s death, reduced by one for each
subsequent calendar year.


 


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


 


(b)                     No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no designated 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 using
the age of the Participant in the year of death, reduced by one for each
subsequent year.


 


4.2.                  Death Before Date Distributions Begin.


 


(a)                      Participant Survived by Designated Beneficiary. Except as provided in Election 2 or 3 above,
if the Participant dies before 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
remaining life expectancy of the Participant’s designated Beneficiary,
determined as provided in section 4.1.


 


(b)                     No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will 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 section 2.2(a), this section 4.2 will apply
as if the surviving Spouse were the Participant.


 


Section 5 –
Definitions.  As used in this Addendum, the following terms
shall have the following meanings:


 


5.1.                  Designated Beneficiary.  The
individual who is designated as the Beneficiary under Plan Article XIII and is
the designated Beneficiary under Code § 401(a)(9) and Treas. Reg.
§ 1.401(a)(9)-1, Q&A-4.


 


5.2.                  Distribution 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 section 2.2. 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.


 


5.3.                  Life expectancy.  Life
expectancy as computed by use of the Single Life Table in Treas. Reg. §
1.401(a)(9)-9.


 





















 


5.4.                  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 balance 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.


 


5.5.                  Required Beginning Date.  The
date specified in Plan section 2.62.


 


Section 6 – Use of New Life Expectancy Tables to Determine
Periodic Payments.


 


6.1.                  Life expectancy.  Unless available and selected in Election 5,
installment payments under the Plan will be determined using the life
expectancy tables in Treas. Reg. § 1.401(a)(9)-9 and not the life
expectancy tables under Treas. Reg. § 1.72-9, notwithstanding any
provisions of the Basic Plan Document or the Adoption Agreement to the
contrary.  This provision will be
effective as of the date that the Plan began operating in accordance with the
2002 Final Regulations under Code § 401(a)(9).


 


Lead Employer Signature


 


IN WITNESS WHEREOF, the Lead Employer has caused this Required Minimum Distributions
Addendum to be adopted effective as of the date specified below.


 


You should consult with an attorney or other independent
qualified advisor as to the legal and tax effect of adopting this Addendum.


 


	
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  Lead
  Employer:  Clayton Williams Energy, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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