exhibit10_57.htm


    Exhibit 10.57

    
 

    VOLUME
SUBMITTER

     

    DEFINED
CONTRIBUTION PLAN

     

    


     

    


     

    (Profit
Sharing/401(k) Plan)

     

    


     

    A Fidelity Volume
Submitter Plan

     

    


     

    


     

    Adoption
Agreement No. 001

     

    For
use With

     

    Fidelity
Basic Plan Document No. 14

     

    


     

    


     

    


     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
1.01           
 plan
information 

    
1.02           
 employer 

    
1.03           
 trustee 

    
1.04           
 coverage 

    
1.05           
 compensation 

    
1.06           
 testing
rules 

    
1.07           
 deferral
contributions

    
1.08           
 employee
contributions (after-tax contributions)

    
1.09           
 rollover
contributions

    
1.10           
 qualified
nonelective employer contributions

    
1.11           
 matching
employer contributions

    
1.12           
 nonelective
employer contributions

    
1.13           
 exceptions
to continuing eligibility requirements

    
1.14           
 retirement

    
1.15           
 definition
of disabled

    
1.16           
 vesting

    
1.17           
 predecessor
employer service

    
1.18           
 participant
loans

    
1.19           
 in-service
withdrawals

    
1.20           
 form
of distributions

    
1.21           
 timing
of distributions

    
1.22           
 Top-Heavy
status

    
1.23           
 correction
to meet 415 requirements under multiple defined contribution
plans

    
1.24           
 investment
direction

    
1.25           
 additional
provisions

    
1.26           
 superseding
provisions

    
1.27           
 reliance
on advisory letter

    
1.28           
 electronic
signature and records

    
1.29           
 volume
submitter information

    
execution
page

    
execution
page

    
special
effective dates addendum

    
participating
employers addendum

    
401(k)
safe harbor nonelective employer contributions addendum

    
vesting
schedule addendum

    
additional
provisions addendum

    
effective
dates for interim legal compliance snap off addendum

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Adoption
Agreement

     

    Article
1

     

    Profit
Sharing/401(k) Plan

     

    


     

    
      	
              1.01  

            	
              plan
      information

            


    

     

    
      	
              (a)  

            	
              Name of
      Plan:

            


    

     

    This is
the Cabot
Microelectronics Corporation 401(k) Plan (the “Plan”)

     

    
      	
              (b)  

            	
              Type of
      Plan:

            


    

     

    
      	
              (1)  

            	
               ̈401(k)
      Only

            


    

     

    
      	
              (2)  

            	
              þ401(k)
      and Profit Sharing

            


    

     

    
      	
              (3)  

            	
               ̈Profit
      Sharing Only

            


    

     

    
      	
              (c) 

            	
              Administrator
      Name (if not the Employer):

            


    

     

    


     

    
      	
              (d)  

            	
              Plan Year
      End (month/day):                                                      12/31

            


    

     

    
      	
              (e)  

            	
              Three Digit
      Plan
      Number:                                                      001

            


    

     

    
      	
              (f)  

            	
              Limitation
      Year (check one):

            


    

     

    
      	
              (1)  

            	
               ̈Calendar
      Year

            


    

     

    
      	
              (2)  

            	
              þPlan
      Year

            


    

     

    
      	
              (3)  

            	
               ̈Other:

            


    

     

    
      	
              (g)

            	
              Plan Status
      (check appropriate box(es)):

            


    

     

    
      	
              (1)  

            	
              Adoption
      Agreement  Effective
      Date:                                                                   01/01/2010

            


    

     

    Note: The effective date
specified above must be after the last day of the 2001 Plan Year.

     

    
      	
              (2)  

            	
              The
      Adoption Agreement Effective Date
is:

            


    

     

    (A)  ̈           A
new Plan Effective Date

     

    (B) þ           An
amendment Effective Date (check one):

     

    
      	
              (i)  

            	
               ̈an
      amendment and restatement of this Basic Plan Document No. 14 and its
      Adoption Agreement previously executed by the
  Employer;

            


    

     

    
      	
              (ii)  

            	
              þa
      conversion from Fidelity Basic Plan Document No. 02 and its Adoption
      Agreement to Basic Plan Document No. 14 and its Adoption Agreement;
      or

            


    

     

    
      	
              (iii)  

            	
               ̈a
      conversion to Basic Plan Document No. 14 and its Adoption
      Agreement.

            


    

     

    
      	
               
      

            	
              The
      original effective date of the Plan:  5/1/2000

            


    

     

    
      	
              (3)  

            	
              þSpecial Effective
      Dates.  Certain
      provisions of the Plan shall be effective as of a date other than the date
      specified in Subsection 1.01(g)(1) above.  Please complete the
      Special Effective Dates Addendum to the Adoption Agreement indicating the
      affected provisions and their effective
dates.

            


    

     

    
      	
              (4)  

            	
               ̈Plan Merger Effective
      Dates. Certain
      plan(s) were merged into the Plan on or after the date specified in
      Subsection 1.01(g)(1) above. The merged plans are listed in the Plan
      Mergers Addendum.  Please complete the appropriate subsection(s)
      of the Plan Mergers Addendum to the Adoption Agreement indicating the
      plan(s) that have merged into the Plan and the effective date(s) of such
      merger(s).

            


    

     

    
      	
              (5)  

            	
               ̈Frozen Plan. The Plan is
      currently frozen. Unless the Plan is amended in the future to provide
      otherwise, no further contributions shall be made to the
      Plan.  Plan assets will continue to be held on behalf of
      Participants and their Beneficiaries until distributed in accordance with
      the Plan terms. (If this
      provision is selected, it will override any conflicting provision selected
      in the Adoption Agreement.)

            


    

     

    Note: While the Plan is
frozen, no further contributions, including Deferral Contributions, Employee
Contributions, and Rollover Contributions, may be made to the Plan and no
employee who is not already a Participant in the Plan may become a
Participant.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.02  

            	
              employer

            


    

     

    
      	
              (a)  

            	
              Employer
      Name:                                      Cabot Microelectronics
      Corporation

            


    

     

    (1) Employer's
Tax Identification Number: 36-4324765

     

    (2) Employer's
fiscal year end: 9/30

     

    
      	
              (b)  

            	
              The term
      "Employer" includes the following participating employers (choose one):

            


    

     

    
      	
              (1)  

            	
               ̈No
      other employers participate in the
Plan.

            


    

     

    
      	
              (2)  

            	
              þCertain
      other employers participate in the Plan.  Please complete the
      Participating Employers Addendum.

            


    

     

    
      	
              1.03  

            	
              trustee

            


    

     

    
      	
              (a)  

            	
              Trustee
      Name:                                Fidelity Management Trust
      Company

            


    

     

    Address:                                82
Devonshire Street

     

    Boston,
MA  02109

     

    
      	
              1.04  

            	
              coverage

            


    

     

    All Employees who
meet the conditions specified below shall be eligible to participate in the
Plan:

     

    
      	
              (a)  

            	
              Age Requirement (check
      one):

            


    

     

    
      	
              (1)  

            	
               ̈no
      age requirement.

            


    

     

    
      	
              (2)  

            	
              þmust
      have attained age: 21 (not to exceed
      21).

            


    

     

    
      	
              (b)  

            	
              Eligibility
      Service Requirement(s) - There shall be no eligibility service
      requirements for contributions to the Plan unless selected below (check
      one):

            


    

     

    
      	
              (1)  

            	
               ̈  (not to exceed 365) days
      of Eligibility Service requirement (no minimum Hours of Service can be
      required)

            


    

     

    
      	
              (2)  

            	
               ̈  (not to exceed 12) months
      of Eligibility Service requirement (no minimum Hours of Service can be
      required)

            


    

     

    
      	
              (3)  

            	
               ̈one
      year of Eligibility Service requirement (at least  (not to exceed 1,000)
      Hours of Service are required during the Eligibility Computation
      Period)

            


    

     

    
      	
              (4)  

            	
               ̈two
      years of Eligibility Service requirement (at least   (not to exceed 1,000)
      Hours of Service are required during each Eligibility Computation
      Period) (If Option
      1.07(a) is elected, only one year of Eligibility Service is required for
      Deferral Contributions.)

            


    

     

    Note: If the Employer selects
the two year Eligibility Service requirement, then contributions subject to such
Eligibility Service requirement must be 100% vested when made.

     

    
      	
              (5)  

            	
               ̈Hours of Service Crediting.
      Hours of Service will be credited in accordance with the
      equivalency selected in the Hours of Service Equivalencies Addendum rather
      than in accordance with the equivalency described in Subsection 2.01(dd)
      of the Basic Plan Document. Please complete the Hours of Service
      Equivalencies Addendum.

            


    

     

    
      	
              (c)  

            	
              Eligibility
      Computation Period - The Eligibility Computation Period is the
      12-consecutive-month period beginning on an Employee's Employment
      Commencement Date and each 12-consecutive-month period beginning on an
      anniversary of his Employment Commencement
Date.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              Eligible
      Class of Employees:

            


    

     

    
      	
              (1)  

            	
              Generally,
      the Employees eligible to participate in the Plan are (choose
      one):

            


    

     

    
      	
              (A)  

            	
              þall
      Employees of the Employer.

            


    

     

    
      	
              (B)  

            	
               ̈only
      Employees of the Employer who are covered by (choose
  one):

            


    

     

    
      	
              (i)  

            	
               ̈any
      collective bargaining agreement with the Employer, provided that the
      agreement requires the employees to be included under the Plan.

            


    

     

    
      	
              (ii)  

            	
               ̈the
      following collective bargaining agreement(s) with the
      Employer:

            


    

     

     

    
      	
              (2)  

            	
              þNotwithstanding
      the selection in Subsection 1.04(d)(1) above, certain Employees of the
      Employer are excluded from participation in the Plan (check the
      appropriate box(es)):

            


    

     

    Note: Certain employees (e.g.,
residents of Puerto Rico) are excluded automatically pursuant to Subsection
2.01(s) of the Basic Plan Document, regardless of the Employer's selection under
this Subsection 1.04(d)(2).

     

    
      	
              (A)  

            	
              þemployees
      covered by a collective bargaining agreement, unless the agreement
      requires the employees to be included under the Plan. (Do not
      choose if Option 1.04(d)(1)(B) is selected above.)

            


    

     

    
      	
              (B)  

            	
               ̈Highly
      Compensated Employees as defined in Subsection 2.01(cc) of the Basic
      Plan Document.

            


    

     

    
      	
              (C)  

            	
              þLeased
      Employees as defined in Subsection 2.01(ff) of the Basic Plan
      Document.

            


    

     

    
      	
              (D)  

            	
              þnonresident
      aliens who do not receive any earned income from the Employer which
      constitutes United States source
income.

            


    

     

    
      	
              (E)  

            	
               ̈other:

            


    

     

    
Note: The eligible group
defined above must be a definitely determinable group and cannot be subject to
the discretion of the Employer. In addition, the design of the classifications
cannot be such that the only Non-Highly Compensated Employees benefiting under
the Plan are those with the lowest compensation and/or the shortest periods of
service and who may represent the minimum number of such employees necessary to
satisfy coverage under Code Section 410(b).

     

    
      	
              (i)  

            	
               ̈Notwithstanding
      this exclusion, any Employee who is excluded from participation solely
      because he is in a group described below shall become an Eligible Employee
      eligible to participate in the Plan on the Entry Date coinciding with or
      immediately following the date on which he first satisfies the following
      requirements: (I) he attains age 21 and (II) he completes at least 1,000
      Hours of Service during an Eligibility Computation Period. This Subsection
      1.04(d)(2)(E)(i) applies to the following excluded Employees (Must
      choose if an exclusion in (E) above directly or indirectly imposes an age
      and/or service requirement for participation, for example by excluding
      part-time or temporary
employees):

            


    

     

    ________________________________________________________________

     

    ________________________________________________________________

     

    ________________________________________________________________

     

    Note: The Employer should
exercise caution when excluding employees from participation in the
Plan.  Exclusion of employees may adversely affect the Plan's
satisfaction of the minimum coverage requirements, as provided in Code Section
410(b).

     

    
      	
              (e)  

            	
              Entry
      Date(s) - The Entry Date(s) shall be (check
    one):

            


    

     

    
      	
              (1)  

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

            


    

     

    
      	
              (2)  

            	
               ̈the
      first day of each Plan Year and the first day of the fourth, seventh, and
      tenth months of each Plan Year

            


    

     

    
      	
              (3)  

            	
               ̈the
      first day of each month

            


    

     

    
      	
              (4)  

            	
              þimmediate
      upon meeting the eligibility requirements specified in Subsections 1.04(a)
      and 1.04(b)

            


    

     

    
      	
              (5)  

            	
               ̈the
      first day of each Plan Year (Do not select if there is an Eligibility
      Service requirement of more than six months in Subsection 1.04(b) for the
      type(s) of contribution or if there is an age requirement of more than 20
      1/2 in Subsection 1.04(a) for the type(s) of
  contribution.)

            


    

     

    Note: If another plan is
merged into the Plan, the Plan may provide on the Plan Mergers Addendum that the
effective date of the merger is also an Entry Date with respect to certain
Employees.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)  

            	
              Date of
      Initial Participation - An Employee shall become a Participant
      unless excluded by Subsection 1.04(d) above on the Entry Date coinciding
      with or immediately following the date the Employee completes the service
      and age requirement(s) in Subsections 1.04(a) and (b), if any, except
      (check one):

            


    

     

    
      	
              (1)  

            	
              þno
      exceptions.

            


    

     

    
      	
              (2)  

            	
               ̈Employees
      employed on   (insert
      date) shall become Participants on that
  date.

            


    

     

    
      	
              (3)  

            	
               ̈Employees
      who meet the age and service requirement(s) of Subsections 1.04(a) and (b)
      on  
      (insert
      date) shall become Participants on that
  date.

            


    

     

    


     

    
      	
              1.05  

            	
              compensation

            


    

     

    Compensation
for purposes of determining contributions shall be as defined in
Subsection 2.01(k) of the Basic Plan Document, modified as provided
below.

     

    
      	
              (a)  

            	
              Compensation
      Exclusions
      - Compensation shall exclude the item(s) selected
      below.

            


    

     

    
      	
              (1)  

            	
               ̈No
      exclusions.

            


    

     

    
      	
              (2)  

            	
               ̈Overtime
      pay.

            


    

     

    
      	
              (3)  

            	
               ̈Bonuses.

            


    

     

    
      	
              (4)  

            	
               ̈Commissions.

            


    

     

    
      	
              (5)  

            	
               ̈The
      value of restricted stock or of a qualified or a non-qualified stock
      option granted to an Employee by the Employer to the extent such value is
      includable in the Employee's taxable
income.

            


    

     

    
      	
              (6)  

            	
               ̈Severance
      pay received prior to termination of employment. (Severance pay received
      following termination of employment is always excluded for purposes of
      contributions.)

            


    

     

    
      	
              (7)  

            	
              þsee
      Additional Provisions Addendum.

            


    

     

    Note: If the Employer selects
an option, other than (1) above, with respect to Nonelective Employer
Contributions, Compensation must be tested to show that it meets the
requirements of Code Section 414(s) or the allocations must be tested to
show that they meet the general test under regulations issued under Code Section
401(a)(4).  These exclusions shall not apply for purposes of the
"Top-Heavy" requirements in Section 15.03, for allocating safe harbor
Matching Employer Contributions if Subsection 1.11(a)(3) is selected, for
allocating safe harbor Nonelective Employer Contributions if
Subsection 1.12(a)(3) is selected, or for allocating non-safe harbor
Nonelective Employer Contributions if the Integrated Formula is elected in
Subsection 1.12(b)(2).

     

    
      	
              (b)  

            	
              Compensation
      for the First Year of Participation - Contributions for the Plan
      Year in which an Employee first becomes a Participant shall be determined
      based on the Employee's Compensation as provided below. (Complete by
      checking the appropriate boxes.)

            


    

     

    
      	
              (1)  

            	
               ̈Compensation
      for the entire Plan Year.  (Complete (A) below, if applicable,
      with regard to the initial Plan Year of the
  Plan.)

            


    

     

    
      	
              (A)  

            	
               ̈For
      purposes of determining the amount of Nonelective Employer Contributions,
      other than 401(k) Safe Harbor Nonelective Employer Contributions, for all
      Employees who become Active Participants during the initial Plan Year,
      Compensation for the 12-month period ending on the last day of the initial
      Plan Year shall be used.

            


    

     

    
      	
              (2)  

            	
              þOnly
      Compensation for the portion of the Plan Year in which the Employee is
      eligible to participate in the Plan.  (Complete (A) below, if
      applicable, with regard to the initial Plan Year of the
    Plan.)

            


    

     

    
      	
              (A)  

            	
               ̈For
      purposes of determining the amount of Nonelective Employer Contributions,
      other than 401(k) Safe Harbor Nonelective Employer Contributions, for
      those Employees who become Active Participants on the Effective Date of
      the Plan, Compensation for the 12-month period ending on the last day of
      the initial Plan Year shall be used. For all other Employees, only
      Compensation for the period in which they are eligible shall be
      used.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.06  

            	
              testing
      rules

            


    

     

    
      	
              (a)  

            	
              ADP/ACP
      Present Testing Method - The testing method for purposes of
      applying the "ADP" and "ACP" tests described in Sections 6.03 and
      6.06 of the Basic Plan Document shall be the (check
  one):

            


    

     

    
      	
              (1)  

            	
              þCurrent Year Testing Method
      - The "ADP" or "ACP" of Highly Compensated Employees for the Plan
      Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated
      Employees for the same Plan Year.  (Must
      choose if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with
      respect to Nonelective Employer Contributions is
      checked.)

            


    

     

    
      	
              (2) 

            	
               ̈Prior Year Testing Method -
      The "ADP" or "ACP" of Highly Compensated Employees for the Plan
      Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated
      Employees for the immediately preceding Plan Year.  (Do
      not choose if
      Option 1.10(a)(1), alternative allocation formula for Qualified
      Nonelective Contributions.)

            


    

     

    
      	
              (3)  

            	
               ̈Not
      applicable.  (Only if
      Option 1.01(b)(3), Profit Sharing Only, is checked and Option 1.08(a)(1),
      Future Employee Contributions, and Option 1.11(a), Matching Employer
      Contributions, are not checked or
      Option 1.04(d)(2)(B), excluding all Highly Compensated Employees from the
      eligible class of Employees, is
checked.)

            


    

     

    Note: Restrictions apply on
elections to change testing methods.

     

    
      	
              (b)  

            	
              First Year
      Testing Method - If the first Plan Year that the Plan, other than a
      successor plan, permits Deferral Contributions or provides for either
      Employee or Matching Employer Contributions, occurs on or after the
      Effective Date specified in Subsection 1.01(g), the "ADP" and/or
      "ACP" test for such first Plan Year shall be applied using the actual
      "ADP" and/or "ACP" of Non-Highly Compensated Employees for such first Plan
      Year, unless otherwise provided
below.

            


    

     

    
      	
              (1) 

            	
               ̈The
      "ADP" and/or "ACP" test for the first Plan Year that the Plan permits
      Deferral Contributions or provides for either Employee or Matching
      Employer Contributions shall be applied assuming a 3% "ADP" and/or "ACP"
      for Non­-Highly Compensated Employees.  (Do not
      choose unless Plan uses prior year testing method described in
      Subsection 1.06(a)(2).)

            


    

     

    
      	
              (c)  

            	
              HCE
      Determinations:  Look Back Year - The look back year for
      purposes of determining which Employees are Highly Compensated Employees
      shall be the 12-consecutive-month period preceding the Plan Year unless
      otherwise provided below.

            


    

     

    
      	
              (1) 

            	
               ̈Calendar Year Determination
      - The look back year shall be the calendar year beginning within
      the preceding Plan Year.  (Do not
      choose if the Plan Year is the calendar year.)

            


    

     

    
      	
              (d)  

            	
              HCE
      Determinations:  Top Paid Group Election - All Employees
      with Compensation exceeding the dollar amount specified in Code Section
      414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $95,000
      for "determination years" beginning in 2005 and "look-back years"
      beginning in 2004) shall
      be considered Highly Compensated Employees, unless Top Paid Group Election
      below is checked.

            


    

     

    
      	
              (1)  

            	
              þTop Paid Group Election
      - Employees with Compensation exceeding the dollar amount specified
      in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d)
      (e.g., $95,000 for "determination years" beginning in 2005 and "look-back
      years" beginning in 2004 shall be considered Highly Compensated Employees
      only if they are in the top paid group (the top 20% of Employees ranked by
      Compensation).

            


    

     

    Note: Plan provisions for
Sections 1.06(c) and 1.06(d) must apply consistently to all retirement
plans of the Employer for determination years that begin with or within the same
calendar year (except that Option 1.06(c)(1), Calendar Year Determination,
shall not apply to calendar year plans).

     

    


     

    
      	
              1.07  

            	
              deferral
      contributions

            


    

     

    
      	
              (a)  

            	
              þDeferral
      Contributions - Participants may elect to have a portion of their
      Compensation contributed to the Plan on a before-tax basis pursuant to
      Code Section 401(k). Pursuant to Subsection 5.03(a) of the Basic Plan
      Document, if Catch-Up Contributions are selected below, the Plan’s
      deferral limit is 75%, unless the Employer elects an alternative deferral
      limit in Subsection 1.07(a)(1)(A) below.  If Catch-Up
      Contributions are selected below, and the Employer has specified a
      percentage in Subsection 1.07(a)(1)(A) that is less than 75%, a
      Participant eligible to make Catch-Up Contributions shall (subject to the
      statutory limits in Treasury Regulation Section 1.414-1(v)(1)(i)) in any
      event be permitted to contribute in excess of the specified deferral limit
      up to 100% of the Participant's "effectively available Compensation"
      (i.e.,
      Compensation available after other withholding), as required by Treasury
      Regulation Section
1.414(v)-1(e)(1)(ii)(B).

            


    

     

    
      	
              (1)  

            	
              Regular Contributions -
      The Employer shall make a Deferral Contribution in accordance with
      Section 5.03 of the Basic Plan Document on behalf of each Participant
      who has an executed salary reduction agreement in effect with the Employer
      for the payroll period in question. Such Deferral Contribution shall not
      exceed the deferral limit specified in Subsection 5.03(a) of the Basic
      Plan Document or in Subsection 1.07(a)(1)(A) below, as applicable. Check
      and complete the appropriate box(es), if
any.

            


    

     

    
      	
              (A)  

            	
              þThe
      deferral limit is 60
      % (must be a
      whole number multiple of one percent) of
      Compensation. (Unless a
      different deferral limit is specified, the deferral limit shall be 75%. If
      Option 1.07(a)(4), Catch-Up Contributions, is selected below, complete
      only if deferral limit is other than
  75%.)

            


    

     

    
      	
              (B)  

            	
              þInstead
      of specifying a percentage of Compensation, a Participant's salary
      reduction agreement may specify a dollar amount to be contributed each
      payroll period, provided such dollar amount does not exceed the maximum
      percentage of Compensation specified in Subsection 5.03(a) of the Basic
      Plan Document or in Subsection 1.07(a)(1)(A) above, as
      applicable.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (C)  

            	
              A
      Participant may increase or decrease, on a prospective basis, his salary
      reduction agreement percentage or, if Roth 401(k) Contributions are
      selected in Subsection 1.07(a)(5) below, the portion of his Deferral
      Contributions designated as Roth 401(k) Contributions (check
      one):

            


    

     

    
      	
              (i)  

            	
              þas
      of the beginning of each payroll
period.

            


    

     

    
      	
              (ii)  

            	
               ̈as
      of the first day of each month.

            


    

     

    
      	
              (iii) 

            	
               ̈as
      of each Entry Date.  (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in
  Subsection 1.04(e).)

            


    

     

    
      	
              (iv) 

            	
               ̈as
      of the first day of each calendar
quarter.

            


    

     

    
      	
              (v) 

            	
               ̈as
      of the first day of each Plan Year.

            


    

     

    
      	
              (vi) 

            	
               ̈other.  (Specify,
      but must be at least once per Plan
Year).

            


    

     

    _____________________________________________

     

    _____________________________________________

     


    Note: Notwithstanding the
Employer's election hereunder, if Option 1.11(a)(3), 401(k) Safe Harbor
Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor
Formula, with respect to Nonelective Employer Contributions is checked, the Plan
provides that an Active Participant may change his salary reduction agreement
percentage for the Plan Year within a reasonable period (not fewer than
30 days) of receiving the notice described in Section 6.09 of the
Basic Plan Document.

     

    
      	
              (D)  

            	
              A
      Participant may revoke, on a prospective basis, a salary reduction
      agreement at any time upon proper notice to the Administrator but in such
      case may not file a new salary reduction agreement until (check
      one):

            


    

     

    
      	
              (i)  

            	
              þthe
      beginning of the next payroll
period.

            


    

     

    
      	
              (ii)  

            	
               ̈the
      first day of the next month.

            


    

     

    
      	
              (iii)   

            	
               ̈the
      next Entry Date.  (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in
  Subsection 1.04(e).)

            


    

     

    
      	
              (iv)  

            	
               ̈as
      of the first day of each calendar
quarter.

            


    

     

    
      	
              (v)  

            	
               ̈as
      of the first day of each Plan Year.

            


    

     

    
      	
              (vi)  

            	
               ̈other.  (Specify,
      but must be at least once per Plan
Year).

            


    

     

    _____________________________________________

     

    _____________________________________________

     

    
      	
              (2)  

            	
               ̈Additional Deferral
      Contributions - The Employer shall allow a Participant upon
      proper notice and approval to enter into a special salary reduction
      agreement to make additional Deferral Contributions in an amount up to
      100% of their effectively available Compensation for the payroll period(s)
      designated by the Employer.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (3)  

            	
               ̈Bonus Contributions -
      The Employer shall allow a Participant upon proper notice and approval to
      enter into a special salary reduction agreement to make Deferral
      Contributions in an amount up to 100% of any Employer paid cash bonuses
      designated by the Employer on a uniform and nondiscriminatory basis that
      are made for such Participants during the Plan Year.  The
      Compensation definition elected by the Employer in Subsection 1.05(a)
      must include bonuses if bonus contributions are permitted. Unless a
      Participant has entered into a special salary reduction agreement with
      respect to bonuses, the percentage deferred from any Employer paid cash
      bonus shall be (check (A) or (B)
below):

            


    

     

    
      	
              (A)  

            	
               ̈         Zero.

            


    

     

    
      	
              (B)   

            	
               ̈         The
      same percentage elected by the Participant for his regular contributions
      in accordance with Subsection 1.07(a)(1) above or deemed to have been
      elected by the Participant in accordance with Option 1.07(a)(6)
      below.

            


    

     

    Note: A Participant's
contributions under Subsection 1.07(a)(2) and/or (3) may not cause the
Participant to exceed the percentage limit specified by the Employer in
Subsection 1.07(a)(1)(A) for the full Plan Year.  If the
Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP"
test for the year, the Administrator may reduce the rate of Deferral
Contributions of Participants who are Highly Compensated Employees to an amount
objectively determined by the Administrator to be necessary to satisfy the "ADP"
and/or "ACP" test.

     

    
      	
              (4)  

            	
              þCatch-Up Contributions -
      The following Participants who have attained or are expected to attain age
      50 before the close of the calendar year will be permitted to make
      Catch-Up Contributions to the Plan, as described in Subsection 5.03(a) of
      the Basic Plan Document:

            


    

     

    
      	
              (A)  

            	
              þ         All
      such Participants.

            


    

     

    
      	
              (B)  

            	
               ̈         All
      such Participants except those covered by a collective-bargaining
      agreement under which retirement benefits were a subject of good faith
      bargaining unless the bargaining agreement specifically provides for
      Catch-Up Contributions to be made on behalf of such
      Participants.

            


    

     

    Note: The Employer must not select
Option 1.07(a)(4) above unless all "applicable plans" (except any plan that is
qualified under Puerto Rican law or that covers only employees who are covered
by a collective bargaining agreement under which retirement benefits were a
subject of good faith bargaining) maintained by the Employer and by any other
employer that is  treated as a single employer with the Employer under
Code Section 414(b), (c), (m), or (o) also permit Catch-Up Contributions in the
same dollar amount. An "applicable plan" is any 401(k) plan or any SIMPLE IRA
plan, SEP, plan or contract that meets the requirements of Code Section 403(b),
or Code Section 457 eligible governmental plan that provides for elective
deferrals.

     

    
      	
              (5)  

            	
               ̈Roth 401(k) Contributions.  Participants
      shall be permitted to irrevocably designate pursuant to Subsection 5.03(b)
      of the Basic Plan Document that a portion or all of the Deferral
      Contributions made under this Subsection 1.07(a) are Roth 401(k)
      Contributions that are includable in the Participant's gross income at the
      time deferred.

            


    

     

    
      	
              (6)  

            	
              þAutomatic
      Enrollment Contributions. Beginning on the effective date of this
      paragraph (6) (the "Automatic Enrollment Effective Date") and subject to
      the remainder of this paragraph (6), unless an Eligible Employee
      affirmatively elects otherwise, his Compensation will be reduced by 4% (the
      "Automatic Enrollment Rate"), such percentage to be increased in
      accordance with Option 1.07(b) (if applicable), for each payroll period in
      which he is an Active Participant, beginning as indicated in Subsection
      1.07(a)(6)(A) below, and the Employer will make a  pre-tax
      Deferral Contribution in such amount on the Participant's behalf in
      accordance with the provisions of Subsection 5.03(c) of the Basic
      Plan Document (an "Automatic Enrollment
  Contribution").

            


    

     

    
      	
              (A)  

            	
              With
      respect to an affected Participant, Automatic Enrollment Contributions
      will begin as soon as administratively feasible on or after (check
      one):

            


    

     

    
      	
              (i)  

            	
               ̈      The
      Participant's Entry Date.

            


    

     

    
      	
              (ii)  

            	
              þ      30 (minimum of
      30) days following the Participant's date of hire, but no sooner than the
      Participant's Entry Date.

            


    

     

    Within a
reasonable period ending no later than the day prior to the date Compensation
subject to the reduction would otherwise become available to the Participant, an
Eligible Employee may make an affirmative election not to have Automatic
Enrollment Contributions made on his behalf.  If an Eligible Employee
makes no such affirmative election, his Compensation shall be reduced and
Automatic Enrollment Contributions will be made on his behalf in accordance with
the provisions of this paragraph (6), and Option 1.07(b) if applicable,
until such Active Participant elects to change or revoke such Deferral
Contributions as provided in Subsection 1.07(a)(1)(C) or
(D).  Automatic Enrollment Contributions shall be made only on behalf
of Active Participants who are first hired by the Employer on or after the
Automatic Enrollment Effective Date and do not have a Reemployment Commencement
Date, unless otherwise provided below.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (B)  

            	
               ̈Additionally,
      subject to the Note below, unless such affected Participant affirmatively
      elects otherwise within the reasonable period established by the Plan
      Administrator, Automatic Enrollment Contributions will be made with
      respect to the Employees described below. (Check all that
      apply.)

            


    

     

    
      	
              (i)  

            	
               ̈Inclusion of
      Previously Hired Employees.  On the later of the date
      specified in Subsection 1.07(a)(6)(A) with regard to such Eligible
      Employee or as soon as administratively feasible on or after the 30th day
      following the Notification Date specified in Subsection
      1.07(a)(6)(B)(i)(I) below, Automatic Enrollment Contributions will begin
      for the following Eligible Employees who were hired before the Automatic
      Enrollment Effective Date and have not had a Reemployment Commencement
      Date. (Complete (I), check (II) or (III), and complete (IV), if
      applicable.)

            


    

     

    
      	
              (I)  

            	
              Notification
      Date: _____________.  (Date must be on or after the Automatic
      Enrollment Effective Date.)

            


    

     

    
      	
              (II)  

            	
               ̈              Unless
      otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such
      Employees who have never had a Deferral Contribution election in
      place.

            


    

     

    
      	
              (III)  

            	
               ̈              Unless
      otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such
      Employees who have never had a Deferral Contribution election in place and
      were hired by the Employer before the Automatic Enrollment Effective Date,
      but on or after the following date:  .

            


    

     

    
      	
              (IV)  

            	
               ̈              In
      addition to the group of Employees elected in Subsection
      1.07(a)(6)(B)(i)(II) or (III) above, any Employee described in Subsection
      1.07(a)(6)(B)(i)(II) or (III) above, as applicable, even if he has had a
      Deferral Contribution election in place previously, provided he is not
      suspended from making Deferral Contributions pursuant to the Plan and has
      a deferral rate of zero on the Notification
  Date.

            


    

     

    
      	
              (ii)  

            	
               ̈Inclusion of Rehired
      Employees. Unless otherwise stated herein, each Eligible Employee
      having a Reemployment Commencement Date on the date indicated in
      Subsection 1.07(a)(6)(A) above.  If Subsection
      1.07(a)(6)(B)(i)(III) is selected, only such Employees with a Reemployment
      Commencement on or after the date specified in Subsection
      1.07(a)(6)(B)(i)(III) will be automatically enrolled.  If
      Subsection 1.07(a)(6)(B)(i) is not selected, only such Employees with a
      Reemployment Commencement on or after the Automatic Enrollment Effective
      Date will be automatically enrolled. If Subsection 1.07(a)(6)(A)(ii) has
      been elected above, for purposes of Subsection 1.07(a)(6)(A) only, such
      Employee’s Reemployment Commencement Date will be treated as his date of
      hire.

            


    

     

    
      	
              (b)  

            	
               ̈Automatic
      Deferral Increase: (Choose only if Automatic Enrollment Contributions are
      selected in Option 1.07(a)(6) above) - Unless an Eligible Employee
      affirmatively elects otherwise after receiving appropriate notice,
      Deferral Contributions for each Active Participant having Automatic
      Enrollment Contributions made on his behalf shall
      be increased annually by the whole percentage of Compensation stated in
      Subsection 1.07(b)(1) below until the deferral percentage stated in
      Subsection 1.07(a)(1) is reached (except that the increase will be limited
      to only the percentage needed to reach the limit stated in Subsection
      1.07(a)(1), if applying the percentage in Subsection 1.07(b)(1) would
      exceed the limit stated in Subsection 1.07(a)(1)), unless the Employer has
      elected a lower percentage limit in Subsection 1.07(b)(2)
      below.

            


    

     

    
      	
              (1)  

            	
              Increase
      by _____% (not to exceed
      10%) of Compensation.  Such increased Deferral
      Contributions shall be pre-tax Deferral
  Contributions.

            


    

     

    
      	
              (2)  

            	
               ̈Limited
      to  % of
      Compensation (not to
      exceed the percentage indicated in Subsection
      1.07(a)(1)).

            


    

     

    
      	
              (3)  

            	
              Notwithstanding
      the above, the automatic deferral increase shall not apply to a
      Participant within the first six months following the date upon which
      Automatic Enrollment Contributions begin for such
    Participant.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.08  

            	
              employee contributions
      (after tax-contributions)

            


    

     

    
      	
              (a)  

            	
               ̈Future
      Employee Contributions - Participants may
      make voluntary, non-deductible, after-tax Employee Contributions pursuant
      to Section 5.04 of the Basic Plan Document. The Employee Contribution made
      on behalf of an Active Participant each payroll period shall not exceed
      the contribution limit specified in Subsection 1.08(a)(1)
      below.

            


    

     

    
      	
              (1)  

            	
              The
      contribution limit is _____% (must be a
      whole number multiple of one percent) of
    Compensation.

            


    

     

    
      	
              (b)  

            	
               ̈Frozen
      Employee Contributions - Participants may not
      currently make after-tax Employee Contributions to the Plan, but the
      Employer does maintain frozen Employee Contributions
    Accounts.

            


    

     

    
      	
              1.09  

            	
              rollover
      contributions

            


    

     

    
      	
              (a)  

            	
              þRollover
      Contributions - Employees may roll over eligible amounts from other
      qualified plans to the Plan subject to the additional following
      requirements:

            


    

     

    
      	
              (1)  

            	
              þThe
      Plan will not accept rollovers of after-tax employee
      contributions.

            


    

     

    
      	
              (2)  

            	
              þThe
      Plan will not accept rollovers of designated Roth contributions. (Must be
      selected if Roth 401(k) Contributions are not elected in Subsection
      1.07(a)(5).)

            


    

     

    
      	
              1.10  

            	
              qualified nonelective
      employer contributions

            


    

     

    
      	
              (a)  

            	
              Qualified
      Nonelective Employer Contributions – If any of the following
      Options is checked:  1.07(a), Deferral Contributions,
      1.08(a)(1), Future Employee Contributions or 1.11(a), Matching Employer
      Contributions, the Employer may contribute an amount which it designates
      as a Qualified Nonelective Employer Contribution to be included in the
      "ADP" or "ACP" test. Unless otherwise provided below, Qualified
      Nonelective Employer Contributions shall be allocated to all Participants
      who were eligible to participate in the Plan at any time during the Plan
      Year and are Non-Highly Compensated Employees in the ratio which each such
      Participant's "testing compensation", as defined in Subsection 6.01(r) of
      the Basic Plan Document, for the Plan Year bears to the total of all such
      Participants' "testing compensation" for the Plan
  Year.

            


    

     

    
      	
              (1)  

            	
              þQualified
      Nonelective Employer Contributions shall be allocated only among those
      Participants who are Non-Highly Compensated Employees and are designated
      by the Employer as eligible to receive a Qualified Nonelective Employer
      Contribution for the Plan Year.  The amount of the Qualified
      Nonelective Employer Contribution allocated to each such Participant shall
      be as designated by the Employer, but not in excess of the "regulatory
      maximum." The "regulatory maximum" means 5% (10% for Qualified Nonelective
      Contributions made in connection with the Employer's obligation to pay
      prevailing wages under the Davis-Bacon Act) of the "testing compensation"
      for such Participant for the Plan Year. The "regulatory maximum" shall
      apply separately with respect to Qualified Nonelective Contributions to be
      included in the "ADP" test and Qualified Nonelective Contributions to be
      included in the "ACP" test. (Cannot be
      selected if the Employer has elected prior year testing in Subsection
      1.06(a)(2).)

            


    

     


    
      	
              1.11  

            	
              matching employer
      contributions

            


    

     

    
      	
              (a)  

            	
              þMatching
      Employer Contributions - The Employer shall make Matching Employer
      Contributions on behalf of each of its "eligible" Participants as provided
      in this Section 1.11. For purposes of this Section 1.11, an "eligible"
      Participant means any Participant who is an Active Participant during the
      Contribution Period and who satisfies the requirements of Subsection
      1.11(e) or Section 1.13. (Check
one):

            


    

     

    
      	
              (1)  

            	
              þNon-Discretionary Matching
      Employer Contributions - The Employer shall make a Matching
      Employer Contribution on behalf of each "eligible" Participant in an
      amount equal to the following percentage of the eligible contributions
      made by the "eligible" Participant during the Contribution Period
      (complete all that apply):

            


    

     

    
      	
              (A)  

            	
               ̈Flat
      Percentage Match:

            


    

     

    
      	
              (i)  

            	
                        % to all “eligible”
      Participants.

            


    

     

    
      	
              (B)  

            	
              þTiered
      Match: 100.00% of the first 4% of the “eligible” Participant's
      Compensation contributed to the
Plan,

            


    

     

    50.00% of
the next 2% of the “eligible” Participant's Compensation contributed to the
Plan.

     

    


     

    Note: The group of "eligible"
Participants benefiting under each match rate must satisfy the nondiscriminatory
coverage requirements of Code Section 410(b).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (C)  

            	
               ̈Limit
      on Non-Discretionary Matching Employer Contributions (check the
      appropriate box(es)):

            


    

     

    
      	
              (i)  

            	
               ̈Contributions
      in excess of  %
      of the "eligible" Participant's Compensation for the Contribution Period
      shall not be considered for non-discretionary Matching Employer
      Contributions.

            


    

     

    Note: If the Employer elected
a percentage limit in (i) above and requested the Trustee to account separately
for matched and unmatched Deferral and/or Employee Contributions made to the
Plan, the non-­discretionary Matching Employer Contributions allocated to
each "eligible" Participant must be computed, and the percentage limit applied,
based upon each payroll period.

     

    
      	
              (ii)  

            	
               ̈Matching
      Employer Contributions for each "eligible" Participant for each Plan Year
      shall be limited to $ .

            


    

     

    
      	
              (2)  

            	
               ̈Discretionary Matching Employer
      Contributions - The Employer may make a discretionary Matching
      Employer Contribution on behalf of each "eligible" Participant in
      accordance with Section 5.08 of the Basic Plan Document in an amount equal
      to a percentage of the eligible contributions made by each "eligible"
      Participant during the Contribution Period. Discretionary Matching
      Employer Contributions may be limited to match only contributions up to a
      specified percentage of Compensation or limit the amount of the match to a
      specified dollar amount.

            


    

     

    Note: If the Matching Employer
Contribution made in accordance with this Subsection 1.11(a)(2) matches
different percentages of contributions for different groups of "eligible"
Participants, it may need to be tested to show that it meets the requirements of
Code Section 401(a)(4), nondiscrimination in benefits, rights, and
features.

     

    
      	
              (A)  

            	
               ̈4%
      Limitation on Discretionary Matching Employer Contributions for Deemed
      Satisfaction of "ACP" Test - In no event may the dollar amount of the
      discretionary Matching Employer Contribution made on an "eligible"
      Participant's behalf for the Plan Year exceed 4% of the "eligible"
      Participant's Compensation for the Plan Year. (Only if
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is
checked.)

            


    

     

    
      	
              (3)  

            	
               ̈401(k) Safe Harbor Matching
      Employer Contributions - If the Employer elects one of the safe
      harbor formula Options provided in the 401(k) Safe Harbor Matching
      Employer Contributions Addendum to the Adoption Agreement and provides
      written notice each Plan Year to all Active Participants of their rights
      and obligations under the Plan, the Plan shall be deemed to satisfy the
      "ADP" test and, under certain circumstances, the "ACP" test. (Only if
      Option 1.07(a), Deferral Contributions is
      checked.)

            


    

     

    
      	
              (b)  

            	
               ̈Additional
      Matching Employer Contributions - The Employer may at Plan Year end
      make an additional Matching Employer Contribution on behalf of each
      "eligible" Participant in an amount equal to a percentage of the eligible
      contributions made by each "eligible" Participant during the Plan
      Year.  (Only if
      Option 1.11(a)(1) or (3) is checked.) The additional Matching
      Employer Contribution may be limited to match only contributions up to a
      specified percentage of Compensation or limit the amount of the match to a
      specified dollar amount.

            


    

     

    Note: If the additional
Matching Employer Contribution made in accordance with this Subsection 1.11(b)
matches different percentages of contributions for different groups of
"eligible" Participants, it may need to be tested to show that it meets the
requirements of Code Section 401(a)(4), nondiscrimination in benefits, rights,
and features.

     

    
      	
              (1)  

            	
               ̈4% Limitation on additional
      Matching Employer Contributions for Deemed Satisfaction of "ACP" Test
      - In no event may the dollar amount of the additional Matching
      Employer Contribution made on an "eligible" Participant's behalf for the
      Plan Year exceed 4% of the "eligible" Participant's Compensation for the
      Plan Year.(Only if
      Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is
checked.)

            


    

     

    Note: If the Employer elected
Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions,
above and wants to be deemed to have satisfied the "ADP" test, the additional
Matching Employer Contribution must meet the requirements of Section 6.09
of the Basic Plan Document. In addition to the foregoing requirements, if the
Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with
respect to Nonelective Employer Contributions, and wants to be deemed to have
satisfied the "ACP" test with respect to Matching Employer Contributions for the
Plan Year, the eligible contributions matched may not exceed the limitations in
Section 6.10 of the Basic Plan Document.

     

    
      	
              (c)  

            	
              Contributions
      Matched - The Employer matches the following contributions (check
      appropriate box(es)):

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (1)  

            	
              Deferral Contributions -
      Deferral Contributions made to the Plan are matched at the rate specified
      in this Section 1.11. Catch-Up Contributions are not matched unless
      the Employer elects Option 1.11(c)(1)(A)
below.

            


    

     

    
      	
              (A)  

            	
               ̈Catch-Up
      Contributions made to the Plan pursuant to Subsection 1.07(a)(4) are
      matched at the rates specified in this Section
  1.11.

            


    

     

    Note: Notwithstanding the
above, if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching
Employer Contributions, Deferral Contributions shall be matched at the rate
specified in the 401(k) Safe Harbor Matching Employer Contributions Addendum to
the Adoption Agreement without regard to whether they are Catch-Up
Contributions.

     

    
      	
              (d)  

            	
              Contribution
      Period for Matching Employer Contributions - The Contribution
      Period for purposes of calculating the amount of Matching Employer
      Contributions is:

            


    

     

    
      	
              (1)  

            	
               ̈each
      calendar month.

            


    

     

    
      	
              (2)  

            	
               ̈each
      Plan Year quarter.

            


    

     

    
      	
              (3)  

            	
               ̈each
      Plan Year.

            


    

     

    
      	
              (4)  

            	
              þeach
      payroll period.

            


    

     

    The
Contribution Period for additional Matching Employer Contributions described in
Subsection 1.11(b) is the Plan Year.

     

    Note: If Matching Employer
Contributions are made more frequently than for the Contribution Period selected
above, the Employer must calculate the Matching Employer Contribution required
with respect to the full Contribution Period, taking into account the "eligible"
Participant's contributions and Compensation for the full Contribution Period,
and contribute any additional Matching Employer Contributions necessary to "true
up" the Matching Employer Contribution so that the full Matching Employer
Contribution is made for the Contribution Period.

     

    
      	
              (e)  

            	
              Continuing
      Eligibility Requirement(s) - A Participant who is an Active
      Participant during a Contribution Period and makes eligible contributions
      during the Contribution Period shall only be entitled to receive Matching
      Employer Contributions under Section 1.11 for that Contribution
      Period if the Participant satisfies the following requirement(s) (Check
      the appropriate box(es).  Options (3) and (4) may not be
      elected together; Option (5) may not be elected with Option (2), (3),
      or (4); Options (2), (3), (4), (5), and (7) may not be elected with
      respect to Matching Employer Contributions if Option 1.11(a)(3),
      401(k) Safe Harbor Matching Employer Contributions, is checked or if
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is checked and the Employer intends to satisfy the
      Code Section 401(m)(11) safe harbor with respect to Matching Employer
      Contributions):

            


    

     

    
      	
              (1)  

            	
              þNo
      requirements.

            


    

     

    
      	
              (2)  

            	
               ̈Is
      employed by the Employer or a Related Employer on the last day of the
      Contribution Period.

            


    

     

    
      	
              (3)

            	
               ̈Earns
      at least 501 Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

     

    
      	
              (4)

            	
               ̈Earns
      at least  
      (not to exceed
      1,000) Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

     

    
      	
              (5)  

            	
               ̈Either
      earns at least 501 Hours of Service during the Plan Year or is employed by
      the Employer or a Related Employer on the last day of the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

     

    
      	
              (6)  

            	
               ̈Is
      not a Highly Compensated Employee for the Plan
  Year.

            


    

     

    
      	
              (7)  

            	
               ̈Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a
partnership.

            


    

     

    
      	
              (8)  

            	
               ̈Special
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions.  (Only if Option 1.11(b),
      Additional Matching Employer Contributions, is
      checked.)

            


    

     

    
      	
              (A)  

            	
              The
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions is/are:   (Fill in
      number of applicable eligibility requirement(s) from
      above.  Options (2), (3), (4), (5), and (7) may not be elected
      with respect to additional Matching Employer Contributions if Option
      1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, is checked
      or if Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to
      Nonelective Employer Contributions is checked and the Employer intends to
      satisfy the Code Section 401(m)(11) safe harbor with respect to Matching
      Employer Contributions.)

            


    

     

    Note: If Option (2), (3),
(4), or (5) is adopted during a Contribution Period, such Option shall not
become effective until the first day of the next Contribution
Period.  Matching Employer Contributions attributable to the
Contribution Period that are funded during the Contribution Period shall not be
subject to the eligibility requirements of Option (2), (3), (4), or (5). If
Option (2), (3), (4), (5), or (7) is elected with respect to any Matching
Employer Contributions and if Option 1.12(a)(3), 401(k) Safe Harbor Formula, is
also elected, the Plan will not be deemed to satisfy the "ACP" test in
accordance with Section 6.10 of the Basic Plan Document and will have to pass
the "ACP" test each year.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)  

            	
               ̈Qualified
      Matching Employer Contributions - Prior to making any Matching
      Employer Contribution hereunder (other than a 401(k) Safe Harbor Matching
      Employer Contribution), the Employer may designate all or a portion of
      such Matching Employer Contribution as a Qualified Matching Employer
      Contribution that may be used to satisfy the "ADP" test on Deferral
      Contributions and excluded in applying the "ACP" test on Employee and
      Matching Employer Contributions.  Unless the additional
      eligibility requirement is selected below, Qualified Matching Employer
      Contributions shall be allocated to all Participants who
      were Active Participants during the Contribution Period and who meet the
      continuing eligibility requirement(s) described in Subsection 1.11(e)
      above for the type of Matching Employer Contribution being characterized
      as a Qualified Matching Employer
Contribution.

            


    

     

    
      	
              (1)  

            	
               ̈To
      receive an allocation of Qualified Matching Employer Contributions a
      Participant must also be a Non-Highly Compensated Employee for the Plan
      Year.

            


    

     

    Note: Qualified Matching
Employer Contributions may not be excluded in applying the "ACP" test for a Plan
Year if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching
Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula,
with respect to Nonelective Employer Contributions, and the "ADP" test is deemed
satisfied under Section 6.09 of the Basic Plan Document for such Plan
Year.

     

    
      	
              1.12  

            	
              nonelective employer
      contributions

            


    

     

    If (a) or
(b) is elected below, the Employer may make Nonelective Employer Contributions
on behalf of each of its "eligible" Participants in accordance with the
provisions of this Section 1.12. For purposes of this Section 1.12, an
"eligible" Participant means a Participant who is an Active Participant during
the Contribution Period and who satisfies the requirements of Subsection 1.12(d)
or Section 1.13.

     

    Note: An Employer may elect
both a fixed formula and a discretionary formula.  If both are
selected, the discretionary formula shall be treated as an additional
Nonelective Employer Contribution and allocated separately in accordance with
the allocation formula selected by the Employer.

     

    (a) þ           Fixed
Formula (check one or more):

     

    
      	
              (1)  

            	
               ̈Fixed Percentage Employer
      Contribution - For each Contribution Period, the Employer shall
      contribute for each "eligible" Participant a percentage of such "eligible"
      Participant's Compensation equal
to):

            


    

     

    
      	
              (A)  

            	
                        %
      (not to exceed 25%)
      to all “eligible” Participants.

            


    

     

    Note: The allocation formula
in Option 1.12(a)(1)(A) above generally satisfies a design-based safe harbor
pursuant to the regulations under Code Section 401(a)(4).

     

    
      	
              (2)  

            	
               ̈Fixed Flat Dollar Employer
      Contribution - The Employer shall contribute for each "eligible"
      Participant an amount equal to:

            


    

     

    
      	
              (A)  

            	
              $  to all
      “eligible” Participants.  (Complete (i)
  below).

            


    

     

    
      	
              (i)  

            	
              The
      contribution amount is based on an "eligible" Participant's service for
      the following period (check one of the
  following):

            


    

     

    
      	
              (I)  

            	
               ̈Each
      paid hour.

            


    

     

    
      	
              (II)  

            	
               ̈Each
      Plan Year.

            


    

     

    
      	
              (III)  

            	
               ̈           Other:
       
      (must
      be a period within the Plan Year that does not exceed one week and is
      uniform with respect to all "eligible"
    Participants).

            


    

     

    Note: The allocation formula
in Option 1.12(a)(2)(A) above generally satisfies a design-based safe harbor
pursuant to the regulations under Code Section 401(a)(4).

     

    
      	
              (3)  

            	
              þ401(k) Safe Harbor Formula
      - The Nonelective Employer Contribution specified in the 401(k)
      Safe Harbor Nonelective Employer Contributions Addendum is intended to
      satisfy the safe harbor contribution requirements under Sections 401(k)
      and 401(m) of the Code such that the "ADP" test (and, under certain
      circumstances, the "ACP" test) is deemed satisfied.  Please
      complete the 401(k) Safe Harbor Nonelective Employer Contributions
      Addendum to the Adoption Agreement.  (Choose
      only if Option 1.07(a), Deferral Contributions is
      checked.)

            


    

     

    
      	
              (b)  

            	
               ̈Discretionary
      Formula - The Employer may decide each Contribution Period whether
      to make a discretionary Nonelective Employer Contribution on behalf of
      "eligible" Participants in accordance with Section 5.10 of the Basic
      Plan Document.

            


    

     

    
      	
              (1)  

            	
               ̈Non-Integrated Allocation
      Formula - In the ratio that each "eligible" Participant's
      Compensation bears to the total Compensation paid to all "eligible"
      Participants for the Contribution
Period.

            


    

     

    
      	
              (2)  

            	
               ̈Integrated Allocation Formula
      - As (1) a percentage of each "eligible" Participant's
      Compensation plus (2) a percentage of each "eligible" Participant's
      Compensation in excess of the "integration level" as defined
      below.  The percentage of Compensation in excess of the
      "integration level" shall be equal to the lesser of the percentage of the
      "eligible" Participant's Compensation allocated under (1) above or the
      "permitted disparity limit" as defined below.

            


    

     

    Note: An Employer that has
elected Option 1.12(a)(3), 401(k) Safe Harbor Formula, may not take
Nonelective Employer Contributions made to satisfy the 401(k) safe harbor into
account in applying the integrated allocation formula described
above.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (A)  

            	
              "Integration
      level" means the Social Security taxable wage base for the Plan Year,
      unless the Employer elects a lesser amount in (i) or (ii)
      below.

            


    

     

    
      	
              (i)  

            	
                        %
      (not to exceed
      100%) of the Social Security taxable wage base for the Plan Year,
      or

            


    

     

    
      	
              (ii)  

            	
              $ 
      (not to exceed the Social
      Security taxable wage base).

            


    

     

    "Permitted
disparity limit" means the percentage provided by the following
table:

     

    
      	
              The
      "Integration Level"

              is
      ___% of the

              Taxable
      Wage Base

            	
              The
      "Permitted

              Disparity

              Limit"
      is

            
	
              20%
      or less

            	
              5.7%

            
	
              More
      than 20%, but not more than 80%

            	
              4.3%

            
	
              More
      than 80%, but less than 100%

            	
              5.4%

            
	
              100%

            	
              5.7%

            


    

    


     

    Note: An Employer who
maintains any other plan that provides for Social Security Integration
(permitted disparity) may not elect Option 1.12(b)(2).

     

    
      	
              (c)  

            	
              Contribution
      Period for Nonelective Employer Contributions - The Contribution
      Period for purposes of calculating the amount of Nonelective Employer
      Contributions is the Plan Year, unless the Employer elects another
      Contribution Period below. Regardless of any selection made below, the
      Contribution Period for 401(k) Safe Harbor Nonelective Employer
      Contributions under Option 1.12(a)(3) or Nonelective Employer
      Contributions allocated under an integrated formula selected under Option
      1.12(b)(2) is the Plan Year.

            


    

     

    
      	
              (1)  

            	
               ̈each
      calendar month.

            


    

     

    
      	
              (2)  

            	
               ̈each
      Plan Year quarter.

            


    

     

    
      	
              (3)  

            	
               ̈each
      payroll period.

            


    

     

    Note: If Nonelective Employer
Contributions are made more frequently than for the Contribution Period selected
above, the Employer must calculate the Nonelective Employer Contribution
required with respect to the full Contribution Period, taking into account the
"eligible" Participant's Compensation for the full Contribution Period, and
contribute any additional Nonelective Employer Contributions necessary to "true
up" the Nonelective Employer Contribution so that the full Nonelective Employer
Contribution is made for the Contribution Period.

     

    
      	
              (d)  

            	
              Continuing
      Eligibility Requirement(s) - A Participant shall only be entitled
      to receive Nonelective Employer Contributions for a Plan Year under this
      Section 1.12 if the Participant is an Active Participant during the
      Plan Year and satisfies the following requirement(s) (Check the
      appropriate box(es) - Options (3) and (4) may not be elected together;
      Option (5) may not be elected with Option (2), (3), or (4); Options (2),
      (3), (4), (5), and (7) may not be elected with respect to Nonelective
      Employer Contributions under the fixed formula if Option 1.12(a)(3),
      401(k) Safe Harbor Formula, is
checked):

            


    

     

    
      	
              (1)  

            	
              þNo
      requirements.

            


    

     

    
      	
              (2)  

            	
               ̈Is
      employed by the Employer or a Related Employer on the last day of the
      Contribution Period.

            


    

     

    
      	
              (3)  

            	
               ̈Earns
      at least 501 Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

     

    
      	
              (4)  

            	
               ̈Earns
      at least   (not to exceed
      1,000) Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

     

    
      	
              (5)  

            	
               ̈Either
      earns at least 501 Hours of Service during the Plan Year or is
      employed by the Employer or a Related Employer on the last day of the Plan
      Year. (Only if the Contribution Period is
      the Plan Year.)

            


    

     

    
      	
              (6)  

            	
               ̈Is
      not a Highly Compensated Employee for the Plan
  Year.

            


    

     

    
      	
              (7)  

            	
               ̈Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a
partnership.

            


    

     

    
      	
              (8)  

            	
               ̈Special
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions. (Only if both Options 1.12(a) and (b) are
      checked.)

            


    

     

    
      	
              (A)  

            	
              The
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions is/are: _____(Fill in number of applicable
      eligibility requirement(s) from
above.)

            


    

     

    Note: If Option (2) (3),
(4), or (5) is adopted during a Contribution Period, such Option shall not
become effective until the first day of the next Contribution Period. Nonelective Employer
Contributions attributable to the Contribution Period that are funded during the
Contribution Period shall not be subject to the eligibility requirements of
Option (2), (3), (4), or (5).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.13  

            	
              exceptions to
      continuing eligibility
requirements

            


    

     

    
      	
               
      

            	
               ̈

            	
              Death, Disability, and
      Retirement Exceptions - All Participants who become disabled, as
      defined in Section 1.15, retire, as provided in Subsection 1.14(a), (b),
      or (c), or die are excepted from any last day or Hours of Service
      requirement.

            


    

     

    
      	
              1.14  

            	
              retirement

            


    

     

    
      	
              (a)  

            	
              The Normal
      Retirement Age under the Plan is (check
  one):

            


    

     

    
      	
               
      

            	
              (1)

            	
              þ

            	
              age
      65.

            


    

     

    
      	
               
      

            	
              (2)

            	
               ̈

            	
              age
       
      (specify between 55 and 64).

            


    

     

    
      	
               
      

            	
              (3)

            	
               ̈

            	
              later
      of age   (not to exceed 65) or
      the   (not to exceed 5th)
      anniversary of the Participant's Employment Commencement
    Date.

            


    

     

    
      	
              (b)  

            	
              þThe Early
      Retirement Age is the date the Participant attains age 55.0 (specify
      55 or greater) and completes 0.0 years of
      Vesting Service.

            


    

     

    Note: If this Option is
elected, Participants who are employed by the Employer or a Related Employer on
the date they reach Early Retirement Age shall be 100% vested in their Accounts
under the Plan.

     

    
      	
              (c)  

            	
              þA Participant who becomes
      disabled, as defined in Section 1.15, is eligible for disability
      retirement.

            


    

     

    Note: If this Option is
elected, Participants who are employed by the Employer or a Related Employer on
the date they become disabled shall be 100% vested in their Accounts under the
Plan.  Pursuant to Section 11.03 of the Basic Plan Document, a
Participant is not considered to be disabled until he terminates his employment
with the Employer.

     

    


     

    
      	
              1.15  

            	
              definition of
      disabled

            


    

     

    A Participant is
disabled if he/she meets any of the requirements selected below (check
the appropriate box(es)):

     

    
      	
              (a)  

            	
              þThe
      Participant satisfies the requirements for benefits under the Employer's
      long-term disability plan.

            


    

     

    
      	
              (b)  

            	
               ̈The
      Participant satisfies the requirements for Social Security disability
      benefits.

            


    

     

    
      	
              (c)  

            	
               ̈The
      Participant is determined to be disabled by a physician approved by the
      Employer.

            


    

     

    


     

    
      	
              1.16  

            	
              vesting

            


    

     

    A
Participant's vested interest in Matching Employer Contributions and/or
Nonelective Employer Contributions, other than 401(k) Safe Harbor Matching
Employer and/or 401(k) Safe Harbor Nonelective Employer Contributions elected in
Subsection 1.11(a)(3) or 1.12(a)(3), shall be based upon his years of
Vesting Service and the schedule selected in Subsection 1.16(c) below, except as
provided in Subsection 1.16(d) or (e) below and the Vesting Schedule Addendum to
the Adoption Agreement or as provided in Subsection 1.22(c).

     

    
      	
              (a)  

            	
              When
      years of Vesting Service are determined, the elapsed time method shall be
      used.

            


    

     

    
      	
              (b)  

            	
               ̈Years of
      Vesting Service shall exclude service prior to the Plan's original
      Effective Date as listed in Subsection 1.01(g)(1) or Subsection
      1.01(g)(2), as applicable.

            


    

     

    
      	
              (c)  

            	
              Vesting
      Schedule(s)

            


    

     

    
      	
              (1) Nonelective Employer
      Contributions(check one):

               

              (A)  ̈N/A
      - No Nonelective Employer Contributions other than 401(k) Safe Harbor
      Nonelective Employer Contributions

               

              (B)  ̈100%
      Vesting immediately

               

              (C)  ̈3
      year cliff (see C
      below)

               

              (D)  ̈6
      year graduated (see D below)

               

              (E)  ̈Other
      vesting (complete E1 below)

               

            	
              (2) Matching Employer Contributions
      (check one):

               

              (A)  ̈N/A
      – No Matching Employer Contributions other than 401(k) Safe Harbor
      Matching Employer Contributions

               

              (B) þ100%
      Vesting immediately

               

              (C)  ̈3
      year cliff (see C
      below)

               

              (D)  ̈6
      year graduated (see D below)

               

              (E)  ̈Other
      vesting (complete E2 below)

               

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Years
      of Vesting Service

            	
              Applicable
      Vesting Schedule(s)

            
	 
      	
              C

            	
              D

            	
              E1

            	
              E2

            
	
              0

            	
              0%

            	
              0%

            	
                        %

            	
                        %

            
	
              1

            	
              0%

            	
              0%

            	
                        %

            	
                        %

            
	
              2

            	
              0%

            	
              20%

            	
                        %

            	
                        %

            
	
              3

            	
              100%

            	
              40%

            	
                        %

            	
                        %

            
	
              4

            	
              100%

            	
              60%

            	
                        %

            	
                        %

            
	
              5

            	
              100%

            	
              80%

            	
                        %

            	
                        %

            
	
              6
      or more

            	
              100%

            	
              100%

            	
                        %

            	
              100%

            


    

    


     

    Note: A schedule elected under
E1 or E2 above must be at least as favorable as one of the schedules in C or D
above.

     

    Note: If the vesting schedule
is amended and a Participant's vested interest calculated using the amended
vesting schedule is less in any year than the Participant's vested interest
calculated under the Plan's vesting schedule in effect immediately before the
amendment, the amended vesting schedule shall apply only to Employees hired on
or after the effective date of the amendment. Please select paragraph (e) below
and complete Section (b) of the Vesting Schedule Addendum to the Adoption
Agreement describing the vesting schedule in effect for Employees hired before
the effective date of the amendment.

     

    Note: If the vesting schedule
is amended, the amended vesting schedule shall apply only to Participants who
are Active Participants on or after the effective date of the amendment not
subject to the prior vesting schedule as provided in the preceding Note.
Participants who are not Active Participants on or after that date shall be
subject to the prior vesting schedule. Please select paragraph (e) below and
complete Section (b) of the Vesting Schedule Addendum to the Adoption Agreement
describing the prior vesting schedule.

     

    
      	
              (d)  

            	
               ̈A less
      favorable vesting schedule than the vesting schedule selected in
      1.16(c)(2) above applies to Matching Employer Contributions made for Plan
      Years beginning before the EGTRRA effective date.  Please
      complete Section (a) of the Vesting Schedule Addendum to the Adoption
      Agreement.

            


    

     

    
      	
              (e)  

            	
              þA vesting
      schedule or schedules different from the vesting schedule(s) selected
      above applies to certain Participants.  Please complete
      Section (b) of the Vesting Schedule Addendum to the Adoption
      Agreement.

            


    

     

    
      	
              (f)  

            	
              Application
      of Forfeitures - If a Participant forfeits any portion of his
      non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or
      11.08 of the Basic Plan Document, any portion of such forfeitures not used
      to pay Plan administrative expenses in accordance with Section 11.09 of
      the Basic Plan Document shall be applied to reduce Employer Contributions
      unless otherwise specified below:

            


    

     

    
      	
              (1)  

            	
               ̈         Forfeitures
      attributable to the following contributions shall be allocated among the
      Accounts of eligible Participants otherwise eligible to receive an
      allocation of Nonelective Employer Contributions pursuant to Section 1.12
      in the manner described in Section 1.12(b)(1) (regardless of whether the
      Employer has selected Option
1.12(b)(1)).

            


    

     

    
      	
              (A)  

            	
               ̈Matching
      Employer Contributions.

            


    

     

    
      	
              (B)  

            	
               ̈Nonelective
      Employer Contributions.

            


    

     

    
      	
              1.17  

            	
              predecessor employer
      service

            


    

     

    
      	
              (a)  

            	
              þFor the following purposes,
      the following entities shall be treated as predecessor
      employers:

            


    

     

    
      	
              (1)  

            	
              þEligibility
      Service, as described in Subsection 1.04(b), shall include service with
      the following predecessor
employer(s):

            


    

     

    Cabot
Corporation

     

    Rippe
Corporation

     

    
      	
              (2)  

            	
              þVesting
      Service, as described in Subsection 1.16(a), shall include service with
      the following predecessor
employer(s):

            


    

     

    Cabot
Corporation

     

    Rippe
Corporation

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.18  

            	
              participant
      loans

            


    

     

    
      	
              (a)  

            	
              þParticipant loans are allowed
      in accordance with Article 9 and loan procedures outlined in the
      Service Agreement.

            


    

     


    
      	
              1.19  

            	
              in-service
      withdrawals

            


    

     

    Participants may
make withdrawals prior to termination of employment under the following
circumstances (check the appropriate box(es)):

     

    
      	
              (a)  

            	
              þHardship
      Withdrawals - Hardship withdrawals shall be allowed in accordance
      with Section 10.05 of the Basic Plan Document, subject to a $500
      minimum amount.

            


    

     

    
      	
              (1)  

            	
              Hardship
      withdrawals will be permitted from:

            


    

     

    
      	
              (A)  

            	
              þA
      Participant's Deferral Contributions Account
  only.

            


    

     

    
      	
              (B)  

            	
               ̈The
      Accounts specified in the In-Service Withdrawals Addendum. Please complete
      Section (c) of the In-Service Withdrawals
  Addendum.

            


    

     

    
      	
              (b)  

            	
              þAge
      59 1/2 - Participants shall be entitled to receive a
      distribution of all or any portion of the following Accounts upon
      attainment of age 59 1/2
      (check one):

            


    

     

    
      	
              (1)  

            	
               ̈Deferral
      Contributions Account.

            


    

     

    
      	
              (2)  

            	
              þAll
      vested Account balances.

            


    

     

    
      	
              (c)  

            	
              Withdrawal
      of Employee Contributions and Rollover
  Contributions

            


    

     

    
      	
              (1)  

            	
              Unless
      otherwise provided below, Employee Contributions may be withdrawn in
      accordance with Section 10.02 of the Basic Plan Document at any
      time.

            


    

     

    
      	
              (A)  

            	
               ̈Employees
      may not make withdrawals of Employee Contributions more frequently
      than:

            


    

     

    ______________________________________________________________________

     

    ______________________________________________________________________

     

    
      	
              (2)  

            	
              Rollover
      Contributions may be withdrawn in accordance with Section 10.03 of
      the Basic Plan Document at any
time.

            


    

     

    
      	
              (d)  

            	
               ̈Protected
      In-Service Withdrawal Provisions - Check if the Plan was converted
      by plan amendment or received transfer contributions from another defined
      contribution plan, and benefits under the other defined contribution plan
      were payable as (check the appropriate
box(es)):

            


    

     

    
      	
              (1)  

            	
               ̈an
      in-service withdrawal of vested amounts attributable to Employer
      Contributions maintained in a Participant's Account (check (A) and/or
      (B)):

            


    

     

    
      	
              (A)  

            	
               ̈for
      at least   (24 or
      more) months.

            


    

     

    
      	
              (i)  

            	
               ̈Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated
      hereunder.  Please complete the In Service Withdrawals Addendum
      to the Adoption Agreement identifying the
  restrictions.

            


    

     

    
      	
              (B)  

            	
               ̈after
      the Participant has at least 60 months of
    participation.

            


    

     

    
      	
              (i)  

            	
               ̈Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated
      hereunder.  Please complete the In Service Withdrawals Addendum
      to the Adoption Agreement identifying the
  restrictions.

            


    

     

    
      	
              (2)  

            	
               ̈another
      in-service withdrawal option that is a "protected benefit" under Code
      Section 411(d)(6).  Please complete the In-Service
      Withdrawals Addendum to the Adoption Agreement identifying the in-service
      withdrawal option(s).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.20  

            	
              form of
      distributions

            


    

     

    Subject to
Section 13.01, 13.02 and Article 14 of the Basic Plan Document,
distributions under the Plan shall be paid as provided
below.  (Check the appropriate box(es).)

     

    
      	
              (a)  

            	
              Lump Sum
      Payments - Lump sum payments are always available under the
      Plan.

            


    

     

    
      	
              (b)  

            	
               ̈Installment
      Payments - Participants may elect distribution under a systematic
      withdrawal plan (installments).

            


    

     

    
      	
              (c)  

            	
               ̈Annuities
      (Check if the Plan is retaining any annuity form(s) of
      payment.)

            


    

     

    
      	
              (1)  

            	
              An
      annuity form of payment is available under the Plan for the following
      reason(s) (check (A) and/or (B), as
applicable):

            


    

     

    
      	
              (A)  

            	
               ̈As
      a result of the Plan's receipt of a transfer of assets from another
      defined contribution plan or pursuant to the Plan terms prior to the
      Adoption Agreement Effective Date specified in Subsection 1.01(g)(1),
      benefits were previously payable in the form of an annuity that the
      Employer elects to continue to be offered as a form of payment under the
      Plan.

            


    

     

    
      	
              (B)  

            	
               ̈The
      Plan received a transfer of assets from a plan that was subject to the
      minimum funding requirements of Code Section 412 and therefore an
      annuity form of payment is a protected benefit under the Plan in
      accordance with Code
Section 411(d)(6).

            


    

     

    
      	
              (2)  

            	
              The
      normal form of payment under the Plan is (check (A) or
    (B)):

            


    

     

    
      	
              (A)  

            	
               ̈           A
      lump sum payment.

            


    

     

    
      	
              (i)  

            	
              Optional
      annuity forms of payment (check (I) and/or (II), as applicable).  (Must check
      and complete (I) if a life annuity is one of the optional annuity forms of
      payment under the Plan.)

            


    

     

    
      	
              (I)  

            	
               ̈A
      married Participant who elects an annuity form of payment shall receive a
      qualified joint and  % (at least 50% but not more than
      100%) survivor annuity.  An unmarried Participant shall
      receive a single life annuity.

            


    

     

    The
qualified preretirement survivor annuity provided to the spouse of a married
Participant who elects an annuity form of payment is purchased with _____% (at least 50%) of the
Participant's Account.

     

    
      	
              (II)  

            	
               ̈Other
      annuity form(s) of payment.  Please complete Section (a) of the
      Forms of Payment Addendum describing the other annuity form(s) of payment
      available under the Plan.

            


    

     

    
      	
              (B)  

            	
               ̈           A
      life annuity (complete (i) and (ii) and check (iii) if
      applicable.)

            


    

     

    
      	
              (i)  

            	
              The
      normal form for married Participants is a qualified joint and _____% (at least 50% but not more than 100%)
      survivor annuity.  The normal form for unmarried
      Participants is a single life
annuity.

            


    

     

    
      	
              (ii)  

            	
              The
      qualified preretirement survivor annuity provided to a Participant's
      spouse is purchased with _____% (at least 50%) of
      the Participant's Account.

            


    

     

    
      	
              (iii)  

            	
               ̈Other
      annuity form(s) of payment.  Please complete Subsection (a)
      of the Forms of Payment Addendum describing the other annuity form(s) of
      payment available under the Plan.

            


    

     

    
      	
              (d)  

            	
               ̈Eliminated
      Forms of Payment Not Protected Under Code Section 411(d)(6).
      Check if benefits were payable in a form of payment that is no longer
      being offered after either the Adoption Agreement Effective Date specified
      in Subsection 1.01(g)(1) or, if forms of payment are being eliminated by a
      separate amendment, the amendment effective date indicated on the
      Amendment Execution Page.

            


    

     

    Note: A life annuity option
will continue to be an available form of payment for any Participant who elected
such life annuity payment before the effective date of its
elimination.

     

    
      	
              (e)  

            	
              Cash
      Outs and Implementation of Required Rollover
  Rule

            


    

     

    
      	
              (1)  

            	
              þIf
      the vested Account balance payable to an individual is less than or equal
      to the cash out limit utilized for such individual under Section 13.02 of
      the Basic Plan Document, such Account will be distributed in accordance
      with the provisions of Section 13.02 or 18.04 of the Basic Plan Document.
      Unless otherwise elected below, the cash out limit is
    $1,000.

            


    

     

    
      	
              (A)  

            	
               ̈The
      cash out limit utilized for Participants is the maximum cash out limit
      permitted under Code Section 411(a)(11)(A) ($5,000 as of January 1, 2005).
      Any distribution greater than $1,000 that is made to a Participant without
      the Participant's consent before the Participant's Normal Retirement Age
      (or age 62, if later) will be rolled over to an individual retirement plan
      designated by the Plan
Administrator.

            


    

     

    
      	
              1.21  

            	
              timing of
      distributions

            


    

     

    Except
as provided in Subsection 1.21(a), (b) or (c) and the Postponed
Distribution Addendum to the Adoption Agreement, distribution shall be made
to an eligible Participant from his vested interest in his Account as soon as
reasonably practicable following the Participant's request for distribution
pursuant to Article 12 of the Basic Plan Document.

     

    
      	
              (a)  

            	
              Distribution shall be made to
      an eligible Participant from his vested interest in his Account as soon as
      reasonably practicable following the date the Participant's application
      for distribution is received by the Administrator, but in no event later
      than his Required Beginning Date, as defined in Subsection
      2.01(tt).

            


    

     

    
      	
              (b)  

            	
               ̈Postponed Distributions
      - Check if the Plan was converted by plan amendment from another
      defined   contribution plan that provided for the
      postponement of certain distributions from the Plan to eligible
      Participants and the Employer wants to continue to administer the Plan
      using the postponed distribution provisions.  Please complete
      the Postponed Distribution Addendum to the Adoption Agreement indicating
      the types of distributions that are subject to postponement and the period
      of postponement.

            


    

     

    Note:  An Employer
may not provide for postponement of distribution to a Participant beyond the
60th day following the close of the Plan Year in which (1) the Participant
attains Normal Retirement Age under the Plan, (2) the Participant's 10th
anniversary of participation in the Plan occurs, or (3) the Participant's
employment terminates, whichever is latest.

     

    
      	
              (c)  

            	
               ̈Preservation
      of Same Desk Rule - Check if the Employer wants to continue
      application of the same desk rule described in Subsection 12.01(b) of the
      Basic Plan Document regarding distribution of Deferral Contributions,
      Qualified Nonelective Employer Contributions, Qualified Matching Employer
      Contributions, 401(k) Safe Harbor Matching Employer Contributions, and
      401(k) Safe Harbor Nonelective Employer Contributions. (If any of
      the above-listed contribution types were previously distributable upon
      severance from employment, this Option may not be selected.)

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.22  

            	
              Top-Heavy
      status

            


    

     

    
      	
              (a)  

            	
              The Plan
      shall be subject to the Top-Heavy Plan requirements of Article 15
      (check one):

            


    

     

    
      	
              (1)  

            	
               ̈for
      each Plan Year, whether or not the Plan is a "top-heavy plan" as defined
      in  Subsection 15.01(g) of the Basic Plan
      Document.

            


    

     

    
      	
              (2)  

            	
              þfor
      each Plan Year, if any, for which the Plan is a "top-heavy plan" as
      defined in Subsection 15.01(g) of the Basic Plan
      Document.

            


    

     

    
      	
              (3)  

            	
               ̈Not
      applicable.  (Choose
      only if (A) Plan covers only employees subject to a collective bargaining
      agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is
      selected, Option
      1.16(f)(1) is not selected, and the Plan does not provide for Employee
      Contributions or any other type of Employer Contributions.)

            


    

     

    
      	
              (b)  

            	
              If the Plan
      is or is treated as a "top-heavy plan" for a Plan Year, each non-key
      Employee shall receive an Employer Contribution of at least 3.0 (3 or 5)%
      of Compensation for the Plan Year in accordance with Section 15.03 of
      the Basic Plan Document.  The minimum Employer Contribution
      provided in this Subsection 1.22(b) shall be made under this Plan
      only if the Participant is not entitled to such contribution under another
      qualified plan of the Employer, unless the Employer elects otherwise
      below:

            


    

     

    
      	
              (1)  

            	
               ̈The
      minimum Employer Contribution shall be paid under this Plan in any
      event.

            


    

     

    
      	
              (2)  

            	
               ̈Another
      method of satisfying the requirements of Code
      Section 416.  Please complete the 416 Contributions
      Addendum to the Adoption Agreement describing the way in which the minimum
      contribution requirements will be satisfied in the event the Plan is or is
      treated as a "top-heavy plan”.

            


    

     

    
      	
              (3)  

            	
               ̈Not
      applicable.  (Choose
      only if (A) Plan covers only employees subject to a collective bargaining
      agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is
      selected, Option 1.16(f)(1) is not selected, and the Plan does not provide
      for Employee Contributions or any other type of Employer
      Contributions.)

            


    

     

    Note: The minimum Employer
contribution may be less than the percentage indicated in
Subsection 1.22(b) above to the extent provided in Section 15.03 of
the Basic Plan Document.

     

    
      	
              (c)  

            	
              If the Plan
      is or is treated as a "top-heavy plan" for a Plan Year, the following
      vesting schedule shall apply instead of the schedule(s) elected in
      Subsection 1.16(c) for such Plan Year and each Plan Year thereafter
      (check one):

            


    

     

    
      	
              (1)  

            	
               ̈Not
      applicable.  (Choose
      only if one of the following applies: (A) Plan provides for
      Nonelective Employer Contributions and the schedule elected in
      Subsection 1.16(c)(1) is at least as favorable in all cases as the
      schedules available below, (B) Option 1.11(a)(3), 401(k) Safe Harbor
      Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor
      Formula, is selected, Option
      1.16(f)(1) is not selected, and the Plan does not provide for Employee
      Contributions or any other type of Employer Contributions, or (C) the
      Plan covers only employees subject to a collective bargaining
      agreement.)

            


    

     

    
      	
              (2)  

            	
              þ100%
      vested after 0
      (not in excess of
      3) years of Vesting Service.

            


    

     

    
      	
              (3)  

            	
               ̈Graded
      vesting:

            


    

     

    
      	
              Years
      of Vesting

              Service

            	
              Vesting

              Percentage

            	
              Must
      be

              At
      Least

            
	
              0

            	 
      	
              0%

            
	
              1

            	 
      	
              0%

            
	
              2

            	 
      	
              20%

            
	
              3

            	 
      	
              40%

            
	
              4

            	 
      	
              60%

            
	
              5

            	 
      	
              80%

            
	
              6
      or more

            	 
      	
              100%

            


    

    


     

    Note: If the Plan provides for
Nonelective Employer Contributions and the schedule elected in
Subsection 1.16(c)(1) is more favorable in all cases than the schedule
elected in Subsection 1.22(c) above, then the schedule in
Subsection 1.16(c)(1) shall continue to apply even in Plan Years in which
the Plan is a "top-heavy plan".

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    
      	
              1.23  

            	
              correction to meet 415
      requirements under multiple defined contribution
    plans

            


    

     

    
      	
               
      

            	
               ̈

            	
              Other Order
      for Limiting Annual Additions – If the Employer maintains other
      defined contribution plans, annual additions to a Participant's Account
      shall be limited as provided in Section 6.12 of the Basic Plan
      Document to meet the requirements of Code Section 415, unless the
      Employer elects this Option and completes the 415 Correction Addendum
      describing the order in which annual additions shall be limited among the
      plans.

            


    

     

    
      	
              1.24  

            	
              investment
      direction

            


    

     

    Investment
Directions – Subject to Section 8.03 of the Basic Plan Document,
Participant Accounts shall be invested (check one):

     

    
      	
              (a)  

            	
               ̈in
      accordance with the investment directions provided to the Trustee by the
      Employer
      for allocating all Participant Accounts among the Options listed in the
      Service Agreement.

            


    

     

    
      	
              (b)  

            	
              þin
      accordance with the investment directions provided to the Trustee by each
      Participant for
      allocating his entire Account among the Options listed in the Service
      Agreement, except, in the event the Employer contributes shares of
      Employer Stock, as defined in Section 20.12 of the Basic Plan Document,
      the Participant's election shall be subject to the provisions of (b)(1)
      and/or (2), as elected:

            


    

     

    
      	
              (1)  

            	
               ̈Nonelective
      Employer Contributions shall remain invested in Employer Stock until the
      Participant who receives an allocation of such contribution elects to
      invest amounts attributable to such contribution in another available
      investment option.

            


    

     

    
      	
              (2)  

            	
               ̈Matching
      Employer Contributions shall remain invested in Employer Stock until the
      Participant who receives an allocation of such contribution elects to
      invest amounts attributable to such contribution in another available
      investment option.

            


    

     

    
      	
              (c)  

            	
               ̈in
      accordance with the investment directions provided to the Trustee by each
      Participant for all contribution sources in his Account, except that the
      following sources shall be invested in accordance with the investment
      directions provided by the Employer (check (1) and/or
  (2)):

            


    

     

    
      	
              (1)  

            	
               ̈         Nonelective
      Employer Contributions

            


    

     

    
      	
              (2)  

            	
               ̈         Matching
      Employer Contributions

            


    

     

    The
Employer must direct the applicable sources among the investment options listed
in the Service Agreement.

     

    Note:  If the
Employer directs that a portion or all of the applicable sources be invested in
Employer Stock, such investment must be discontinued with respect to any
Participant who has completed three or more years of Vesting Service, and
investment of the applicable sources must be diversified among the other
investment options listed in the Service Agreement.

     

    
      	
              1.25  

            	
              additional
      provisions

            


    

     

    The
Employer may elect Option (a) below and complete the Additional Provisions
Addendum to describe provisions which cannot be shown by making the elections
provided in this Adoption Agreement.

     

    
      	
              (a)  

            	
              þThe
      Employer has completed Additional Provisions Addendum to show the
      provisions of the Plan which supplement and/or alter provisions of this
      Adoption Agreement.

            


    

     

    
      	
              1.26  

            	
              superseding
      provisions

            


    

     

    The
Employer may elect Option (a) below and complete the Superseding Provisions
Addendum to describe overriding provisions which cannot be shown by making the
elections provided in this Adoption Agreement.

     

    
      	
              (a)  

            	
               ̈The
      Employer has completed Superseding Provisions Addendum to show the
      provisions of the Plan which supersede provisions of this Adoption
      Agreement and/or the Basic Plan
Document.

            


    

     

    Note: If the Employer elects
superseding provisions in Option (a) above, the Employer may not be permitted to
rely on the Volume Submitter Sponsor's advisory letter for qualification of its
Plan and may be required to apply for a determination letter as described in
Section 1.27 below. In addition, such superseding provisions may in certain
circumstances affect the Plan's status as a pre-approved volume submitter plan
eligible for the 6-year remedial amendment cycle.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.27  

            	
              reliance on advisory
      letter

            


    

     

    An
adopting Employer may rely on an advisory letter issued by the Internal Revenue
Service as evidence that this Plan is qualified under Code Section 401 only to
the extent provided in Section 19.02 of Revenue Procedure 2005-16. The Employer
may not rely on the advisory letter in certain other circumstances or with
respect to certain qualification requirements, which are specified in the
advisory letter issued with respect to this Plan and in Section 19.03 of Revenue
Procedure 2005-16. 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.

     

    Failure
to properly complete the Adoption Agreement and failure to operate the Plan in
accordance with the terms of the Plan document may result in disqualification of
the Plan.

     

    This
Adoption Agreement may be used only in conjunction with Fidelity Basic Plan
Document No. 14. The Volume Submitter Sponsor shall inform the adopting
Employer of any amendments made to the Plan or of the discontinuance or
abandonment of the volume submitter plan document.

     

     

    
      	
              1.28  

            	
              electronic signature
      and records

            


    

     

    This
Adoption Agreement, and any amendment thereto, may be executed or affirmed by an
electronic signature or electronic record permitted under applicable law or
regulation, provided the type or method of electronic signature or electronic
record is acceptable to the Trustee.

     

    


     

    
      	
              1.29  

            	
              volume submitter
      information

            


    

     

    Name of
Volume Submitter
Sponsor:                                                                           Fidelity
Management & Research Company

     

    Address
of Volume Submitter
Sponsor:                                                                           82
Devonshire Street

     

    Boston,
MA 02109

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    execution
page

     

    (Employer's
Copy)

     

    


     

    The
Fidelity Basic Plan Document No. 14 and the accompanying Adoption Agreement
together comprise the Volume Submitter Defined Contribution Plan.  It
is the responsibility of the adopting Employer to review this volume submitter
plan document with its legal counsel to ensure that the volume submitter plan is
suitable for the Employer and that Adoption Agreement has been properly
completed prior to signing.

     

    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ____________day of ________________, ________.

     

    Employer:                      

     

    By:                      

     

    Title:                      

     

    Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer's
corporate policy mandates two authorized signatures.

     

    Employer:                      

     

    By:                      

     

    Title:                      

     

    Accepted
by: Fidelity Management Trust Company, as Trustee

     

    By:           Date:                                      

     

    Title:           

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    execution
page

     

    (Trustee's
Copy)

     

    


     

    The
Fidelity Basic Plan Document No. 14 and the accompanying Adoption Agreement
together comprise the Volume Submitter Defined Contribution Plan.  It
is the responsibility of the adopting Employer to review this volume submitter
plan document with its legal counsel to ensure that the volume submitter plan is
suitable for the Employer and that Adoption Agreement has been properly
completed prior to signing.

     

    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ____________day of ________________, ________.

     

    


     

    Employer:                      

     

    By:                      

     

    Title:                      

     

    Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer's
corporate policy mandates two authorized signatures.

     

    Employer:                      

     

    By:                      

     

    Title:                      

     

    Accepted
by: Fidelity Management Trust Company, as Trustee

     

    By:           Date:                                      

     

    Title:           

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    special
effective dates addendum

     

    for

     

    


     

    Plan Name: Cabot
Microelectronics Corporation 401(k) Plan

     

    
      	
              (a)  

            	
              þSpecial
      Effective Dates for Other Provisions - The following provisions
      (e.g., new eligibility requirements, new contribution formula, etc.) shall
      be effective as of the dates specified
herein:

            


    

     

    Automatic Enrollment
Contributions pursuant to Section 1.07(a)(6) shall be only for Active
Participants first hired on or after the Special Effective Date included
herein.  -  Effective
Date:  06/03/2008

     

    


     

    


     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    participating
employers addendum

     

    for

     

    


     

    Plan
Name: Cabot
Microelectronics Corporation 401(k) Plan

     

    
      	
              (a)  

            	
              þOnly the following Related
      Employers (as defined in Subsection 2.01(ss) of the Basic Plan Document)
      participate in the Plan (list each participating Related Employer and its
      Employer Tax Identification Number):

            


    

     

    Cabot Microelectronics
Polishing Corporation, 20-3398308

     

    QED Technologies
International, 20-5040463

     

    


     

    
      	
              (b)  

            	
               ̈All Related Employer(s) as
      defined in Subsection 2.01(ss) of the Basic Plan Document participate in
      the Plan.

            


    

     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    401(k)
safe harbor nonelective employer contributions addendum

     

    for

     

    


     

    Plan Name:  Cabot
Microelectronics Corporation 401(k) Plan

     

    
      	
               
      

            	
              Note: Safe Harbor
      Nonelective Employer Contributions hereunder shall be made on behalf of
      "eligible" Participants, as defined in Section
  1.12.

            


    

     

    
      	
              (a)  

            	
              401(k)
      Safe Harbor Nonelective Employer Contributions
  Election

            


    

     

    
      	
              (1)  

            	
              þFor each Plan
      Year, the Employer shall contribute for each "eligible" Participant an
      amount equal to 4.00% (not less than 3% nor more than
      25%) of such "eligible" Participant's Compensation for such Plan
      Year.

            


    

     

    
      	
              (2)  

            	
               ̈The Employer may
      decide each Plan Year whether to amend the Plan by electing and completing
      (A) below to provide for a contribution on behalf of each "eligible"
      Participant in an amount equal to at least 3% of such "eligible"
      Participant's Compensation for such Plan
Year.

            


    

     

    Note:  An Employer
that has selected Subsection (a)(2) above must amend the Plan by electing
(A) below and completing the Amendment Execution Page no later than 30 days
prior to the end of each Plan Year for which 401(k) Safe Harbor Nonelective
Employer Contributions are being made.

     

    
      	
              (A)  

            	
               ̈For the Plan Year
      beginning  , the
      Employer shall contribute for each "eligible" Participant an amount equal
      to  % (not less than 3% nor more than
      25%) of such "eligible" Participant's Compensation for such Plan
      Year.

            


    

     

    Note: 401(k) Safe Harbor
Nonelective Employer Contributions will only satisfy the "ADP" test with respect
to Deferral Contributions made under this Plan.

     

    
      	
              (b)  

            	
               ̈401(k) Safe Harbor
      Nonelective Employer Contributions shall not be made on
      behalf of Highly Compensated
Employees.

            


    

     

    
      	
              (c)  

            	
               ̈In conjunction
      with its election of the 401(k) safe harbor described above, the Employer
      has elected to make Matching Employer Contributions under
      Section 1.11 that are intended to meet the requirements for deemed
      satisfaction of the "ACP" test with respect to Matching Employer
      Contributions.

            


    

     

    Note: To satisfy the
requirements for deemed satisfaction of the "ACP" test with respect to Matching
Contributions, the following requirements must be met: (1) if the Employer has
elected a tiered match, as provided in Subsection 1.11(a)(1)(B), the percentage
of contributions matched may not increase as the percentage of Compensation
contributed increases; (2) if the Employer has elected a discretionary match, as
provided in Subsection 1.11(a)(2) or has elected the additional Matching
Employer Contribution in Subsection 1.11(b), in no event may the dollar amount
of the discretionary Matching Employer Contribution made on an "eligible"
Participant's behalf for the Plan Year exceed 4% of the "eligible" Participant's
Compensation for the Plan Year; (3) contributions matched must be limited to 6%
of an "eligible" Participant's Compensation; and (4) the ratio of Matching
Employer Contributions on behalf of a Highly Compensated Employee to the Highly
Compensated Employee's contributions matched cannot be greater than such ratio
with respect to any Non-Highly Compensated Employee contributing the same
percentage of Compensation.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    vesting
schedule addendum

    for

    


    Plan
Name:  Cabot
Microelectronics Corporation 401(k) Plan

     

    
      	
              (a)  

            	
               ̈Pre-EGTRRA Vesting Schedule
      Applies to Matching Employer Contributions made for Plan Years beginning
      before the EGTRRA Effective
Date

            


    

     

    
      	
              (1)  

            	
              The
      following vesting schedule applies to Matching Employer Contributions made
      for Plan Years beginning before the EGTRRA effective date specified in
      (a)(2) below:

            


    

     

    


     

    
      	
              Years
      of Vesting Service

            	
              Vested
      Interest

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


     

    
      	
              (2)  

            	
              The
      EGTRRA effective date is: 

            


    

     

     

    
      	
              (b)  

            	
              þ           Preserve
      Prior Vesting Schedule

            


    

     

    
      	
              (1)  

            	
              A
      vesting schedule different from the vesting schedule selected in Section
      1.16 applies to the Participants and contributions described
      below.

            


    

     

    
      	
              (A)  

            	
              The
      following vesting schedule applies to the class of Participants described
      in (b)(1)(B) and the contributions described in (b)(1)(C)
      below:

            


    

     

    


     

    
      	
              Years
      of Vesting Service

            	
              Vested
      Interest

            
	
              0

            	
              100

            
	
              1

            	
              100

            
	
              2

            	
              100

            


    

    


     

    
      	
              (B)  

            	
              The
      vesting schedule specified in (b)(1)(A) above applies to the following
      class of Participants:

            


    

     

    All participants as of
04/01/2009 will be 100% vested in Employer Contributions.

     

    
      	
              (C)  

            	
              The
      vesting schedule specified in (b)(1)(A) above applies to the following
      contributions:

            


    

     

    Fixed Profit Sharing, Co
Nonelective, S Harbor Match, Fixed Match

     

    


     

    


     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    additional
provisions addendum

     

    for

     

    Plan
Name: Cabot
Microelectronics Corporation 401(k) Plan

     

    
      	
              (a)  

            	
              Additional
      Provision(s) – The following
      provisions supplement and/or, to the degree described herein, supersede
      other provisions of this Adoption Agreement in the following
      manner:

            


    

     

    
      	
              (1)  

            	
              The
      following replaces Subsection
1.05(a):

            


    

     

    
      	
              (a)  

            	
              Compensation
      Exclusions
      - Compensation shall exclude the item(s) selected below for the
      indicated types of contributions. (Complete the table below by checking
      the appropriate boxes to indicate exclusions for the contributions
      listed.)

            


    

     

    


     

    
      	 
      	
              (1) Deferral
      Contributions, Employee Contributions, Qualified
      Nonelective  Employer Contributions, 401(k) Safe Harbor Matching
      Employer Contributions

            	
              (2) Nonelective Employer
      Contributions - other than 401(k) Safe Harbor Nonelective Employer
      Contributions

            	
              (3) Matching Employer
      Contributions - other than 401(k) Safe Harbor Matching Employer
      Contributions

            	
              (4) 401(k) Safe Harbor
      Nonelective Employer Contributions

            	 
      
	
              (A)

            	 
      	 
      	 
      	
              X

            	
              N/A
      – not applicable – type of contribution(s) not selected or no
      exclusions

            
	
              (B)

            	 
      	 
      	 
      	 
      	
              Overtime
      Pay

            
	
              (C)

            	 
      	 
      	 
      	 
      	
              Bonuses

            
	
              (D)

            	 
      	 
      	 
      	 
      	
              Commissions

            
	
              (E)

            	
              X

            	 
      	
              X

            	 
      	
              The
      value of restricted stock or of a qualified or a non-qualified stock
      option granted to an Employee by the Employer to the extent such value is
      includable in the Employee's taxable income

            
	
              (F)

            	
              X

            	 
      	
              X

            	 
      	
              Severance
      pay received prior to termination of employment - Severance
      pay received following termination of employment is always excluded for
      purposes of contributions.

            
	
              (G)

            	 
      	 
      	 
      	 
      	
              Such
      other items as are identified in Section 1.05(a)(5)
  below.

            


    

    


     

    (5)           The
following other items are excluded for the types of contributions
indicated:

     

    
      	
              (A)  

            	
              Compensation
      for Deferral Contributions, Employee Contributions, Qualified Nonelective
      Employer Contributions, and 401(k) Safe Harbor Matching Employer
      Contribution.  The following items are excluded from
      Compensation for purposes of determining Deferral Contributions, Employee
      Contributions, Qualified Nonelective Employer Contributions, and 401(k)
      Safe Harbor Matching Employer Contributions (Complete
      if Subsection 1.05(a)(1)(G) is selected.):

            


    

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    


    
      	
              (B)  

            	
              Compensation
      for Nonelective Employer Contributions (other than 401(k) Safe Harbor
      Nonelective Employer Contributions). The following
      items are excluded from Compensation for purposes of allocating
      Nonelective Employer Contributions other than 401(k) Safe Harbor
      Nonelective Employer Contributions and Nonelective Employer Contributions
      that are allocated under the Integrated Formula, if elected in Subsection
      1.12(a)(3) and/or 1.12(b)(2) (Complete if
      Subsection 1.05(a)(2)(G) is selected.):

            


    

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    


    
      	
              (C)  

            	
              Compensation
      for Matching Employer Contributions (other than 401(k) Safe Harbor
      Matching Employer Contributions). The following
      items are excluded from Compensation for purposes of allocating Matching
      Employer Contributions other than 401(k) Safe Harbor Matching Employer
      Contributions (Complete
      if Subsection 1.05(a)(3)(G) is selected.):

            


    

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    


    
      	
              (D)  

            	
              Compensation
      for 401(k) Safe Harbor Nonelective Employer Contributions. The following
      items are excluded from Compensation for purposes of allocating 401(k)
      Safe Harbor Nonelective Employer Contributions (Complete
      if Subsection 1.05(a)(4)(G) is selected.):

            


    

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    ___________________________________________________________________________

    



    Note: If the Employer selects
Option (B), (C), (D), (E), (F) or (G) with respect to Nonelective Employer
Contributions, Compensation must be tested to show that it meets the
requirements of Code Section 414(s) or the allocations must be tested to
show that they meet the general test under regulations issued under Code Section
401(a)(4). If the Employer selects Option (B), (C), (D), (E) or (G) with respect
to 401(k) Safe Harbor Nonelective Employer Contributions, Compensation must be
tested to show that it meets the requirements of Code Section 414(s). If the
Employer selects Option (B), (C), (D), (E) or (G) with respect to Deferral
Contributions and Option 1.11(a)(3), Safe Harbor Matching Employer
Contributions, is selected, a Participant must be permitted to make Deferral
Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor
Matching Employer Contribution, determined as a percentage of Compensation
meeting the requirements of Code Section 414(s). If the Employer selects Option
(B), (C), (D), (E), (F) or (G) with respect to Matching Employer Contributions
(other than 401(k) Safe Harbor Matching Employer Contributions), Compensation
for purposes of applying the limitations on Matching Employer Contributions
described in Section 6.10 of the Basic Plan Document (for deemed satisfaction of
the "ACP" test), must be tested to show that it meets the requirements of Code
Section 414(s).

     

    Note: If the Employer selects
Option (B), (C), (D), (E), (F) or (G), such exclusion shall not apply for
purposes of the "Top-Heavy" requirements in Section 15.03, for determining
the amount of any Nonelective Employer Contributions under Option 1.12(a)(3), if
selected by the Employer, and/or allocating Nonelective Employer Contributions
under Option 1.12(b)(2), if selected by the Employer.

     

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              effective
      dates for interim legal compliance snap off
  addendum

            


    

    
      	
              for

            


    

    


     

    Plan
Name: Cabot
Microelectronics Corporation 401(k) Plan

     

    Notwithstanding
any other provision of the Plan to the contrary, to comply with changes required
by the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"),
Treasury regulations under Code Section 401(a)(9) ("401(a)(9) Regulations"),
final Treasury regulations under Code Section 401(k) ("final 401(k)
Regulations"), and final Treasury regulations under Code Section 401(m) ("final
401(m) Regulations"), the following provisions shall apply effective as of the
dates set forth below:

     

    
      	
              (a)  

            	
              EGTRRA
      Compliance - Unless a later date is specified below, the following
      changes for compliance with EGTRRA were effective as of the first day of
      the first Plan Year beginning on or after January 1,
  2002:

            


    

     

    
      	
              (1)  

            	
              Code Section 401(a)(17)
      Compensation Limit – The dollar limitation on compensation used to
      calculate contributions, apply the limitations in effect under Code
      Section 415, apply the ADP and ACP tests, and apply the top-heavy rules
      was increased to $200,000, as
adjusted.

            


    

     

    
      	
              (2)  

            	
              þCatch-Up Contributions –
      Unless a later date is specified below, the Plan was amended to
      provide for Catch-Up Contributions.

            


    

     

    
      	
              (A)  

            	
               ̈Later Effective Date.
      Catch-Up Contributions were permitted after the first day of the first
      Plan Year beginning on or after January 1,
2002:

            


    

     

    Later
effective date:   (month/day/year)

     

    
      	
              (B)  

            	
              oDiscontinuation of Catch-Up
      Contributions. Catch-Up Contributions were discontinued effective
      as of: _______________
      (month/day/year)

            


    

     

    
      	
              (3)  

            	
              Rollovers of After-Tax
      Contributions to the Plan –Unless otherwise specified below, the
      Plan accepted direct rollovers of after-tax employee contributions from
      plans qualified under Code Section
401(a).

            


    

     

    
      	
              (A)  

            	
              þ           Rollovers of After-Tax
      Contributions Never Permitted. The Plan has never
      accepted direct rollovers of after-tax employee
    contributions.

            


    

     

    
      	
              (B)  

            	
              o           Later Effective Date.
      The Plan did not accept direct rollovers of after-tax employee
      contributions until a date later than the first day of the first Plan Year
      beginning on or after January 1,
2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year)

     

    
      	
              (C)  

            	
              o           Discontinuation of After-Tax
      Rollovers. The Plan ceased to accept direct rollovers of after-tax
      employee contributions effective as of: __________ (month/day/year)

            


    

     

    
      	
              (4)  

            	
              Rollovers from Other Eligible
      Retirement Plans – Unless otherwise specified below, in addition to
      accepting Rollover Contributions from plans qualified under Code Section
      401(a) or 403(a), the Plan was amended to accept Rollover Contributions
      from annuity contracts described in Code Section 403(b) (excluding
      after-tax employee contributions), eligible plans under Code Section
      457(b) maintained by a state, political subdivision of a state, or any
      agency or instrumentality of a state or political subdivision of a state,
      and individual retirement accounts or annuities described in Code Section
      408(a) or 408(b).

            


    

     

    
      	
              (A)  

            	
              oThe Plan did not
      accept Rollover Contributions from annuity contracts described in Code
      Section 403(b) (excluding after-tax employee contributions) until a date
      later than the first day of the first Plan Year beginning on or after
      January 1, 2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (B)  

            	
              oThe Plan did not
      accept Rollover Contributions from an eligible plans under Code Section
      457(b) maintained by a state, political subdivision of a state, or any
      agency or instrumentality of a state or political subdivision of a state
      until a date later than the first day of the first Plan Year beginning on
      or after January 1, 2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (C)  

            	
              oThe Plan did not
      accept Rollover Contributions from individual retirement accounts or
      annuities described in Code Section 408(a) or 408(b) until a date later
      than the first day of the first Plan Year beginning on or after January 1,
      2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (5)  

            	
              Multiple Use Test – To
      the extent applicable, the provisions of the Plan proscribing multiple use
      of the alternative limitations under Code Sections 401(k)(3)(A)(ii)(II)
      and 401(m)(2)(A)(ii), as provided in Treasury Regulations Section
      1.401(m)-2, were deleted.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (6)  

            	
              415 Limitations – The
      Plan was amended to reflect the Code Section 415 limitations in effect
      under EGTRRA, as described in Section 6.12 of the Basic Plan
      Document.

            


    

     

    
      	
              (7)  

            	
               ̈Vesting of Matching Employer
      Contributions – Except as otherwise specified below, the Plan was
      amended to change the vesting schedule applicable to Matching Employer
      Contributions to comply with EGTRRA for Participants who complete an Hour
      of Service on or after the effective date. Unless otherwise elected below,
      the amended vesting schedule applies to all accrued benefits derived from
      Matching Employer Contributions.

            


    

     

    
      	
              (A)  

            	
               ̈Delayed Effective Date for
      Bargained Plan. The Plan was maintained pursuant to one or more
      collective bargaining agreements ratified by June 1, 2001 and the
      effective date of the revised vesting schedule was later than the first
      day of the first Plan Year beginning on or after January 1,
      2002:

            


    

     

    Effective
Date: ___________
(month/day/year) (cannot be later
than the earlier of (i) January 1, 2006 or (ii) the later of the date on which
the last of the collective bargaining agreements described above terminates
(without regard to any extension on or after June 1, 2001) or January 1,
2002)

     

    
      	
              (B)  

            	
               ̈Grandfathered Application of
      Prior Vesting Schedule. The vesting schedule in effect before the
      amendment continues to apply to the portion of a Participant's accrued
      benefit derived from Matching Employer Contributions made to the Plan for
      a Plan Year beginning before the effective
date.

            


    

     

    
      	
              (8)  

            	
              Loans by Owner-Employees and
      Shareholder-Employees – If the Plan provided for loans to
      Participants from Plan assets, the Plan was amended to eliminate the
      restriction on loans to owner-employees, as defined in Code Section
      401(c)(3), and shareholder-employees, as defined in ERISA Section
      408(d)(3).

            


    

     

    
      	
              (9)  

            	
              Hardship Withdrawals –
      Suspension of Contributions – Except as otherwise specified below,
      if the Plan provided for hardship withdrawals in accordance with the safe
      harbor in Treasury Regulations Section 1.401(k)-1(d)(2)(iv)(B), the Plan
      was amended to change the suspension period applicable to elective
      contributions and employee contributions from 12 months to 6
      months.

            


    

     

    
      	
              (A)  

            	
              o           Delayed Effective Date.
      The change in the suspension period was effective later than the first day
      of the first Plan Year beginning on or after January 1,
    2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (10)  

            	
              Hardship Withdrawals –
      Elimination of Reduction in 402(g) Limit – Except as otherwise
      specified below, if the Plan provided for hardship withdrawals in
      accordance with the safe harbor in Treasury Regulations Section
      1.401(k)-1(d)(2)(iv)(B), the Plan was amended to eliminate the reduction
      in the Code Section 402(g) limit for calendar years beginning on and after
      January 1, 2002 with respect to Participants receiving a hardship
      withdrawal on or after January 1,
2001.

            


    

     

    
      	
              (A)  

            	
              oDelayed Effective Date.
      The reduction in the 402(g) limit was eliminated for calendar years
      beginning on and after January 1, ______________________
      (cannot be
      later than the year following the date the Plan was restated onto a
      Fidelity Prototype or Volume Submitter) with respect to
      Participants receiving a hardship withdrawal on or after January 1st of
      the year prior to the year indicated in this Subsection
      (a)(10)(A).

            


    

     

    
      	
              (11)  

            	
              þ           Distribution Upon Severance
      from Employment – The Plan was amended to permit distribution of
      Deferral Contributions, Qualified Nonelective Contributions, Qualified
      Matching Contributions, 401(k) Safe Harbor Matching Employer
      Contributions, and 401(k) Safe Harbor Nonelective Employer Contributions
      upon a Participant's severance from employment rather than requiring a
      separation from service.

            


    

     

    
      	
              (A)  

            	
               ̈           Delayed Effective Date.
      Distribution upon severance from employment was not permitted until after
      the first day of the first Plan Year beginning on or after January 1,
      2002:

            


    

     

    Effective
Date: _______
(month/day/year)

     

    
      	
              (B)  

            	
               ̈Limitation on Rule.
      Distribution upon severance from employment was effective only for
      severances occurring after: _______________ (month/day/year)

            


    

     

    
      	
              (12)  

            	
              Rollovers Out of the
      Plan – The Plan was amended to permit direct rollovers of "eligible
      rollover distributions" (as defined in Subsection 13.04(c) of the Basic
      Plan Document) from the Plan by the Participant, the Participant's
      surviving spouse, or the Participant's spouse or former spouse who is the
      alternate payee under a qualified domestic relations order to any
      "eligible retirement plan" (as defined in Subsection 13.04(b) of the Basic
      Plan Document).

            


    

     

    
      	
              (13)  

            	
              Top-Heavy Modifications
      – The Plan was amended to comply the top-heavy provisions with EGTRRA by:
      (i) modifying the definition of "key employee" as provided in Subsection
      15.01(d) of the Basic Plan Document, (ii) including for purposes of the
      top-heavy determination any distribution made to an employee on account of
      severance from employment, death, disability, or termination of a plan
      during the one-year period ending on the "determination date", as defined
      in Subsection 15.01(a) of the Basic Plan Document, and any other
      distribution made during the five-year period ending on the "determination
      date", (iii) excluding for purposes of the top-heavy determination the
      accrued benefits and accounts of any individual who has not performed
      services for the 1-year period ending on the "determination date", (iv)
      permitting matching contributions to be taken into account for purposes of
      satisfying the top-heavy minimum contribution requirement, and (v)
      providing that the top-heavy provisions are inapplicable for years in
      which a plan consists solely of a cash or deferred arrangement that meets
      the requirements of Code Section 401(k(12) and, if applicable, matching
      contributions with respect to which the requirements of Code Section
      401(m)(11) are met.

            


    

     

    
      	
              (14)  

            	
              o      Disregard Rollovers in Applying
      Cashout Rules – The Plan was amended to exclude Rollover
      Contributions in determining whether a Participant's Account exceeded the
      cashout limit specified in the
Plan.

            


    

     

    
      	
              (A)  

            	
              oDelayed Effective Date.
      Rollover Contributions were not excluded for cashout purposes until after
      the first day of the first Plan Year beginning on or after January 1,
      2002:

            


    

     

    Effective
Date: ______________________________
(month/day/year)

     

    
      	
              (B)  

            	
              Rollover Contributions Included
      in Applying Cashout Rules. The Plan was further amended to include
      Rollover Contributions in determining whether a Participant's Account
      exceeded the cashout limit specified in the Plan as of the date specified
      below:

            


    

     

    Effective
Date: ______________________________
(month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              401(a)(9)
      Regulations Compliance - The Plan was amended to comply with
      401(a)(9) Regulations as follows:

            


    

     

    
      	
              (1)  

            	
              þCompliance with Proposed
      Regulations. The Plan was amended to apply the minimum distribution
      requirements of Code Section 401(a)(9) in accordance with the regulations
      under Code Section 401(a)(9) that were proposed in January 2001 with
      respect to distributions made for the following calendar
      years:

            


    

     

    
      	
              (A)  

            	
              o2001 calendar
      year.

            


    

     

    
      	
              (B)  

            	
              þ2002
      calendar year.

            


    

     

    
      	
              (2)  

            	
              Compliance with Final
      Regulations. Except as otherwise specified below, the Plan was
      amended to apply the minimum distribution requirements of Code Section
      401(a)(9) in accordance with the final regulations under Code Section
      401(a)(9) that were published in April 2002 with respect to distributions
      made for calendar years beginning on or after January 1,
    2003.

            


    

     

    
      	
              (A)  

            	
               ̈Earlier Effective Date.
      Distributions were made in accordance with the final regulations for
      calendar years beginning on or after January 1,
  2002.

            


    

     

    
      	
              (c)  

            	
              Automatic
      Rollover Compliance - Except as otherwise specified below, if the
      Plan provided for cash outs of small benefits, effective as of March 28,
      2005, the Plan was amended to comply with the automatic rollover rules of
      EGTRRA by reducing the cashout limit applicable to Participants to
      $1,000:

            


    

     

    
      	
              (1)  

            	
               ̈Instead
      of reducing the cashout limit, the Plan was amended to provide that
      mandatory distributions greater than $1,000 would be rolled over directly
      to an individual retirement plan designated by the
      Administrator.

            


    

     

    
      	
              (A)  

            	
              oThe Plan was
      subsequently amended, as of the date specified below, to reduce the
      cashout limit to $1,000:

            


    

     

    Effective
Date: ______________________________
(month/day/year)

     

    
      	
              (d)  

            	
              Final
      401(k) and 401(m) Regulations Compliance - Unless a different date
      is specified below, the following changes for compliance with the final
      401(k) and final 401(m) Regulations were effective as of the first day of
      the first Plan Year beginning on or after January 1,
  2006:

            


    

     

    
      	
              (1)

            	
              oEarlier Effective Date.
      The Plan was amended to comply with the final 401(k) and final 401(m)
      Regulations effective as of the first day of the following Plan Year:
      ______________ (cannot be
      later than the 2006 Plan
Year)

            


    

     

    Note: If an earlier Plan Year
is selected above, it must have ended after December 29, 2004 and the Plan must
have been operated in compliance with the final 401(k) and final 401(m)
Regulations for the full Plan Year and all subsequent Plan Years.

     

    
      	
              (2)  

            	
              Qualified Nonelective
      Contributions. Unless a later date is specified below, if the Plan
      provided for Qualified Nonelective Contributions ("QNECs") to be allocated
      pursuant to a "bottoms up" or other formula that could violate the
      requirements of Treasury Regulations Section 1.401(k)-2(a)(6)(iv) or
      1.401(m)-2(a)(6)(v) (excluding disproportionate QNECs in applying the ADP
      and ACP tests), the QNEC allocation formula was amended to comply with
      such regulations.

            


    

     

    
      	
              (A)  

            	
              oLater Effective Date.
      The QNEC allocation formula was amended after the general effective date
      for compliance with the final 401(k) and final 401(m) Regulations
      described above.

            


    

     

    Effective
Date: ______________ (month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (3)  

            	
              Gap Period Income. If
      not previously provided under the Plan, the Plan was amended to provide
      that for purposes of corrective distributions of "excess deferrals",
      "excess contributions", and "excess aggregate contributions", income and
      loss on such amounts would be calculated for the gap period between the
      end of the "determination year" and the date of
    distribution.

            


    

     

    
      	
              (4) 

            	
              Hardship Withdrawal
      Events. Unless a later date is specified below, if the Plan
      provided for hardship withdrawals upon the occurrence of a deemed
      immediate and heavy financial need, as described in Treasury Regulations,
      the Plan was amended to add the deemed needs described in Treasury
      Regulations Section 1.401(k)-1(d)(3)(iii)(B)(5) and (6) (funeral and
      casualty expenses).

            


    

     

    
      	
              (A)  

            	
              oLater Effective Date.
      The additional deemed immediate and heavy financial needs were amended
      after the general effective date for compliance with the final 401(k) and
      final 401(m) Regulations described
above.

            


    

     

    Effective
Date: ______________ (month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume
Submitter)

     

    
      	
              (e) 

            	
               ̈Roth 401(k)
      Contributions - Prior to the Adoption Agreement effective date
      specified in Subsection 1.01(g)(1), the Plan was amended to provide for
      Roth 401(k) Contributions.

            


    

     

    
      	
              (1)  

            	
              Effective Date. Unless a
      later effective date is specified below, Roth 401(k) Contributions were
      permitted beginning January 1,
2006.

            


    

     

    
      	
              (A)  

            	
              Later
      effective date ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

            


    

     

    
      	
              (2)  

            	
              oDiscontinuation of Roth 401(k)
      Contributions. Roth 401(k) Contributions were discontinued
      effective as of: ____________________
      (month/day/year)

            


    

     

    
      	
              (f) 

            	
               ̈Rollovers
      of Roth 401(k) Contributions - Prior to the Adoption Agreement
      effective date specified in Subsection 1.01(g)(1), the Plan was amended to
      permit rollovers of Roth Contributions into the
  Plan.

            


    

     

    
      	
              (1)  

            	
               ̈Direct Rollovers. Unless
      a later effective date is specified below, direct rollovers of Roth
      Contributions were permitted to be made to the Plan from an applicable
      retirement plan described in Code Section 402A(e)(1), subject to Code
      Section 402(c), beginning January 1,
2006.

            


    

     

    
      	
              (A) 

            	
              Later
      effective date: ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

            


    

     

    
      	
              (B)  

            	
               ̈Discontinuation of Direct
      Rollovers. Direct rollovers of Roth Contributions were discontinued
      effective as of: _____________
      (month/day/year)

            


    

     

    
      	
              (2)  

            	
               ̈Participant Rollovers.
      Unless a later effective date is specified below, "participant rollovers"
      of the taxable portion of a distribution of Roth Contributions were
      permitted to be made to the Plan from an applicable retirement plan
      described in Code Section 402A(e)(1). "Participant rollovers" are
      rollovers other than direct rollovers, as described in Code Section
      401(a)(31).

            


    

     

    
      	
              (A)  

            	
              Later
      effective date: ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

            


    

     

     ̈           Discontinuation of Participant
Rollovers. Direct rollovers of Roth Contributions were discontinued
effective as of: _____________
(month/day/year) (cannot be later
than the date the Plan was restated onto a