Exhibit 10.8


Willis
401(k) Retirement Savings Plan


CASH OR DEFERRED PROFIT
SHARING PLAN ADOPTION AGREEMENT

Individually Designed


The Employer named below hereby
establishes a Cash or Deferred Profit Sharing Plan for eligible Employees as
provided in this Adoption Agreement and the accompanying Plan Document.


I.                                         EMPLOYER INFORMATION


If more
than one Employer is adopting the Plan, complete this section based on the lead
Employer.  Additional Employers who are
members of the same controlled group or affiliated service group may adopt this
Plan by completing and executing a Participation Agreement that, once executed,
will become part of this Adoption Agreement.


	
  A.

  	
   

  	
  Name And Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Willis North America
  Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26 Century Boulevard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nashville, Tennessee
  37214

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Telephone Number:

  	
  (615) 872-3000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Employer’s Tax ID Number:

  	
  13-5654526

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Form Of Business:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  1.

  	
  Sole Proprietor

  	
  o

  	
  5.

  	
  Limited Liability
  Company

  	
   

  	
   

  	 

	
   

  	
   

  	
  o

  	
  2.

  	
  Partnership

  	
  o

  	
  6.

  	
  Limited Liability Partnership

  	
   

  	
   

  	 

	
   

  	
   

  	
  x

  	
  3.

  	
  Corporation

  	
  o

  	
  7.

  	
              

  	
   

  	
   

  	 

	
   

  	
   

  	
  o

  	
  4.

  	
  S Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  E.

  	
   

  	
  Is The Employer Part Of A
  Controlled Group?

  	
  x

  	
   

  	
  YES

  	
   

  	
  o

  	
   

  	
  NO

  
	
   

  	
   

  	
  Part Of An Affiliated Service Group?

  	
   

  	
  o

  	
   

  	
  YES

  	
   

  	
  x

  	
   

  	
  NO

  
	
  F.

  	
   

  	
  Name Of Plan:

  	
  Willis 401(k)
  Retirement Savings Plan

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Three Digit Plan Number:

  	
  003

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  H.

  	
   

  	
  Employer’s Tax Year End:

  	
  12/31

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  I.

  	
   

  	
  Employer’s Business Code:

  	
  524210

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

																										



II.                                     EFFECTIVE DATE


A.                                   New Plans:


This is a new Plan
having an Effective Date of                .


B.                                     Amended and Restated Plans:


This is an
amendment or restatement of an existing Plan. 
The initial Effective Date of the Plan was January 1, 1986.  The Effective Date of this amendment or
restatement is December 1, 2006.


C.                                     Amended or Restated Plans for EGTRRA:


This is an amendment or
restatement of an existing Plan to comply with the Economic Growth and Tax
Relief Reconciliation Act of 2001, Pub. L. 107-17 (EGTRRA). The initial
Effective Date of the Plan was                .
Except as provided for in the Plan, the Effective Date of this amendment or
restatement is               .  (The restatement date should be no earlier
than the first day of the current Plan Year. 
The Plan contains appropriate retroactive Effective Dates with respect
to provisions of EGTRRA.)



 1
 









 


Except to the extent
permitted under Code
Section 411(d)(6) and the Regulations issued thereunder, an Employer cannot
reduce, eliminate or make subject to Employer discretion any Code Section
411(d)(6) protected benefit.  Where this
Plan document is being adopted to amend another plan that contains a protected
benefit not provided for in the Plan Document, the Employer may complete
Schedule A as an addendum to this Adoption Agreement.  Schedule A describes such protected benefits
and shall become part of this Plan.  If a
prior plan document contains a plan feature not provided for in the Plan
Document, the Employer may attach Schedule B describing such feature.


D.                                    Effective Date for Elective Deferrals:


If different from above, the Elective
Deferral provisions shall be effective                .


E.                                      Frozen Plan:


This Plan was
frozen effective                .  For any period following this effective date,
neither the Employer nor any Participant may contribute to this Plan, and no
otherwise eligible Employee shall become a Participant in this Plan. All
existing account balances will become fully vested as of the date specified
above.


III.                                 DEFINITIONS


A.                                   “Compensation”


Select the
definition of Compensation, the Compensation Computation Period, any Compensation
Dollar Limitation and Exclusions from Compensation for each contribution type
from the options listed below.  Enter the
letter of the option selected on the lines provided below.  Leave the line blank if no election needs to
be made. Compensation Computation Periods must be
consistent for all contribution types, except Non-Elective Employer
Contributions.




	
  

  	
   

  	
   

  	
   

  	
  Compensation

  	
   

  	
  Compensation

  	
   

  	
  Exclusions

  	
   

  
	
   

  	
   

  	
  Compensation

  	
   

  	
  Computation

  	
   

  	
  Dollar

  	
   

  	
  From

  	
   

  
	
  Contribution
  Type

  	
   

  	
  Definition

  	
   

  	
  Period

  	
   

  	
  Limitation

  	
   

  	
  Compensation

  	
   

  
	
  All Contributions

  	
   

  	
  h

  	
   

  	
  a

  	
   

  	
  $

  	
   

  	
   

  	
  j

  	
   

  
	
  Elective
  Deferrals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Roth 401(k) Deferrals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Voluntary
  After-tax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Required After-tax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Matching
  Contributions (Formula 1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions
  (Formula 2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Elective
  Contributions (Formula 1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Elective Contributions
  (Formula 2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  Safe Harbor
  Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  QNEC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  QMAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  






 




	
  Nondiscrimination

  Tests

  	
   

  	
  Compensation Definition

  	
   

  	
  Compensation

  Computation Period

  	
   

  	
  Compensation

  Dollar Limitation

  	
   

  
	
  ADP/ACP

  	
   

  	
  g

  	
   

  	
  a

  	
   

  	
  $

  	
   

  	
   

  
									






 


1.                                       Compensation
Definition:


a.                                       Code
Section 3401(a) - W-2 Compensation subject to income tax withholding at the
source, with all pre-tax contributions excluded.


b.                                      Code
Section 3401(a) - W-2 Compensation subject to income tax withholding at the
source, with all pre-tax contributions included [Plan defaults to this
election].


c.                                       Code
Section 6041/6051 - Income reportable on Form W-2, with all pre-tax
contributions excluded.



 2
 









d.                                      Code
Section 6041/6051 - Income reportable on Form W-2, with all pre-tax contributions
included.


e.                                       Code
Section 415 - All income received for services performed for the Employer, with
all pre-tax contributions excluded.


f.                                         Code
Section 415 - All income received for services performed for the Employer, with
all pre-tax contributions included.


g.                                      Code
Section 414(s) — As defined in IRS Code Section 414(s) and the regulations
thereunder.


h.                                      Participant’s
base salary plus commissions and compensation which is measured by the amount
of the revenue produced, placed or serviced by the Employee and includes
amounts contributed through a salary reduction agreement and which is not
includible in gross income of an Employee under Section 125, 132(f), and
402(e)(3) of the Code.


The Code Section 415 definition
will always apply with respect to sole proprietors and partners.


2.                                       Compensation
Computation Period:


a.                                       Compensation
paid during a Plan Year while a Participant [Plan defaults to this election].


b.                                      Compensation
paid during the entire Plan Year.


c.                                       Compensation
paid during the Employer’s fiscal year.


d.                                      Compensation
paid during the calendar year.


3.                                       Compensation
Dollar Limitation: The dollar limitation section does not need to be completed
unless Compensation of less than the Code Section 401(a)(17) limit of $200,000
(as indexed) is to be used.


4.                                       Exclusions
from Compensation (non-integrated plans only):


a.                                       There
will be no exclusions from Compensation under the Plan [Plan defaults to this
election].


b.                                      Overtime


c.                                       Bonuses


d.                                      Commissions


e.                                       Exclusion
applies only to Participants who are Highly Compensated Employees.


f.                                         Holiday
and vacation pay


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


h.                                      Post-severance
payments, as described in paragraph 1.17(c)(6) of the Plan Document.


i.                                          Compensation
in excess of $            
for Highly Compensated Employees.


j.                                          Other:  Overtime pay, annual bonuses (including
bonuses under Management Annual Incentive Plans and Christmas bonuses) or
bonuses received for reasons other than for production, placement or servicing
of business, amount of premiums paid by the Employer for group term life
insurance and accidental death and dismemberment insurance, dividends received
on stock granted under the Restricted Stock Award Program (including both stock
and cash), compensation resulting from the exercise of non-qualified stock
option, disqualifying disposition of stock acquired pursuant to the exercise of
an Incentive Stock Option or resulting from the award or vesting of performance
shares under the Long 



 3
 









Term Incentive Plan,
moving expenses, car allowances, finders fees, special prizes or awards, or any
other amounts that might otherwise be includible as compensation on form W-2.
Any amounts paid to the Employee after the last day of the pay period of the
month in which fall the date sixty (60) days after the date the Employee
separates from service shall not be included in the Plan Compensation.


B.                                     “Disability”


o                                    1.                                       As
defined in paragraph 1.27 of the Plan Document [Plan defaults to this
election].


o                                    2.                                       As
defined in the Employer’s Disability Insurance Plan.


x                                  3.                                       An
individual will be considered to be disabled if he or she is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be
of long, continued and indefinite duration. 
An individual shall not be considered to be disabled unless he or she
furnishes proof of the existence thereof in such form and manner as the Secretary
of the Treasury may prescribe.


C.                                     “Highly Compensated Employees — Top-Paid Group Election”


1.                                       Top-Paid
Group Election:


In determining who is a
Highly Compensated Employee, the Employer may make the Top-Paid Group
election.  The effect of this election is
that an Employee (who is not a 5% owner at any time during the determination
year or the look-back year) who earned more than $95,000, as indexed for the
look-back year, is a Highly Compensated Employee if the Employee was in the
Top-Paid Group for the look-back year. 
This election is applicable for the Plan Year in which this Plan is
effective.


o                                    a.                                       The
Employer does not make the Top-Paid Group election.


x                                  b.                                      The
Employer makes the Top-Paid Group election [Plan defaults to this election].


o                                    2.                                       Calendar
Year Data Election:


If the Plan Year is not
the calendar year, the prior year computation period for purposes of
determining if an Employee earned more than $95,000, as indexed, is the
calendar year beginning in the prior Plan Year. 
This election is applicable for the Plan Year in which this Plan is
effective.


D.                                    “Integration Level”


x                                  1.                                       Not
applicable. Either the Plan’s allocation formula is not integrated with Social
Security or there are no Non-Elective Employer Contributions being made to the
Plan [Plan defaults to this election].


o                                    2.                                       The
maximum earnings considered wages for the Plan Year for Social Security
withholding purposes without regard to Medicare.


o                                    3.                                                 %
(not more than 100%) of the amount considered wages for such Plan Year for
Social Security withholding purposes without regard to Medicare.


o                                    4.                                       $         ,
provided that such amount is not in excess of the amount determined under
paragraph (D)(2) above.


o                                    5.                                       One
dollar over 80% of the amount considered wages for such Plan Year for Social
Security withholding purposes without regard to Medicare.


o                                    6.                                       20%
of the maximum earnings considered wages for such Plan Year for Social Security
withholding purposes without regard to Medicare.


E.                                      “Limitation Year”


Unless elected
otherwise below, the Limitation Year shall be the Plan Year.


The twelve (12)
consecutive month period commencing on January 1 and ending on December
31.


If applicable,
there will be a short Limitation Year commencing on        
and ending on         .  Thereafter, the Limitation Year shall end on
the date specified above.



 4
 









F.                                      “Net Profit”


x                                  1.                                       Not
applicable.  Employer contributions to
the Plan are not conditioned on profits [Plan defaults to this election].


o                                    2.                                       Net
Profits are required for making Employer Contributions and are defined as
follows:


o                                    a.                                       As
defined in paragraph 1.62 of the Plan Document.


o                                    b.                                      Net
Profits will be defined in a uniform and nondiscriminatory manner which will
not result in a deprivation of an eligible Participant of any Employer
Contribution.


c.                                       Net
Profits are required for the following types of contributions:


o                                    i.                                          Employer
Matching Contributions (Formula 1).


o                                    ii.                                       Employer
Matching Contributions (Formula 2).


o                                    iii.                                    Employer QNEC and
QMAC Contributions.


o                                    iv.                                   Non-Elective
Contributions (Formula 1).


o                                    v.                                      Non-Elective
Contributions (Formula 2).


Elective
Deferrals, Roth 401(k) Deferrals, top-heavy minimums (if required), and Safe
Harbor Contributions (if applicable), must be contributed regardless of
profits.


G.                                     “Plan Year”


The twelve (12)
consecutive month period commencing on January 1 and ending on December
31.


If applicable,
there will be a short Plan Year commencing on             
and ending on             .  Thereafter, the Plan Year shall end on the
date specified above.


H.                                    “QDRO Payment Date”


x                                  1.                                       The
date the QDRO is determined to be qualified [Plan defaults to this election].


o                                    2.                                       The
statutory age fifty (50) requirement applies for purposes of making
distribution to an alternate payee under the provisions of a QDRO.


I.                                         “Qualified Joint and Survivor Annuity”


x                                  1.                                       Not
applicable.  The Plan is not subject to
Qualified Joint and Survivor Annuity rules. The safe harbor provisions of
paragraph 8.7 of the Plan Document apply. 
The normal form of payment is a lump sum.  No annuities are offered under the Plan [Plan
defaults to this election].


o                                    2.                                       The
normal form of payment is a lump sum. 
The Plan does provide for annuities as an optional form of payment at
Section XVIII(D) of the Adoption Agreement. The Plan’s Joint and Survivor
Annuity rules are avoided and the safe harbor provisions of paragraph 8.7 of
the Plan Document will apply, unless the Participant elects to receive his or
her distribution in the form of an annuity. 
If this option is selected, Section III(J) below must also be completed.


o                                    3.                                       The
Joint and Survivor Annuity rules are applicable and the survivor annuity will
be             %
(50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives of the
Participant and his or her Spouse.  If no
selection is specified, 50% shall be deemed elected.


J.                                        “Qualified
Pre-Retirement Survivor Annuity”


Do not
complete this section if paragraph (I)(1) was elected.


o                                    1.                                       The
Qualified Pre-Retirement Survivor Annuity shall be 100% of the Participant’s
Vested Account Balance in the Plan as of the date of the Participant’s death.


o                                    2.                                       The
Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant’s
Vested Account Balance in the Plan as of the date of the Participant’s death.


If this
provision applies but no selection is made, the Qualified Pre-Retirement
Survivor Annuity shall be 50%.


 



 5















K.                                    “Valuation of Plan Assets”


The assets of the Plan shall be valued on the last day
of the Plan Year and on the following Valuation Date(s):


o                                    1.                                       There are no
other mandatory Valuation Dates.


x                                  2.                                       The Valuation
Dates are applicable for the contribution type specified below:


 




	
    Contribution
  Type

  	
   

  	
  Valuation Date

  	
   

  
	
  All Contributions

  	
   

  	
  a

  	
   

  
	
  Elective Deferrals

  	
   

  	
   

  	
   

  
	
  Roth 401(k) Deferrals

  	
   

  	
   

  	
   

  
	
  Voluntary After-tax Contributions

  	
   

  	
   

  	
   

  
	
  Required After-tax Contributions

  	
   

  	
   

  	
   

  
	
  Deemed Traditional IRA Contribution

  	
   

  	
   

  	
   

  
	
  Deemed Roth IRA Contribution

  	
   

  	
   

  	
   

  
	
  Matching Contributions (Formula 1)

  	
   

  	
   

  	
   

  
	
  Matching Contributions (Formula 2)

  	
   

  	
   

  	
   

  
	
  Non-Elective Contributions (Formula 1)

  	
   

  	
   

  	
   

  
	
  Non-Elective Contributions (Formula 2)

  	
   

  	
   

  	
   

  
	
  Safe Harbor Contributions

  	
   

  	
   

  	
   

  
	
  QNEC

  	
   

  	
   

  	
   

  
	
  QMAC

  	
   

  	
   

  	
   

  






 


a.                            Daily valued.


b.                           The last day of each month.


c.                            The last day of each quarter in the Plan
Year.


d.                           The last day of each semi-annual period in
the Plan Year.


e.                            At the discretion of the Plan
Administrator.


f.                              Other:            .


IV.                                 ELIGIBILITY
REQUIREMENTS


Complete the
following using the eligibility requirements as specified for each contribution
type. To become a Participant in the Plan, the Employee must satisfy the
following eligibility requirements.




	
  Contribution Type

  	
   

  	
  Minimum

  Age

  	
   

  	
  Service

  Requirement

  	
   

  	
  Eligibility

  Hours of

  Service

  	
   

  	
  Class

  Exclusions

  	
   

  	
  Eligibility

  Computation

  Period

  	
   

  	
  Entry

  Date

  	
   

  
	
  All Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elective Deferrals

  	
   

  	
  1

  	
   

  	
  4

  	
   

  	
  1

  	
   

  	
  1,9

  	
   

  	
  2

  	
   

  	
  9

  	
   

  
	
  Roth 401(k) Deferrals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Voluntary After-tax Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required After-tax
  Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions
  (Formula 1)

  	
   

  	
  1

  	
   

  	
  6

  	
   

  	
  1

  	
   

  	
  1,9,11

  	
   

  	
  2

  	
   

  	
  9

  	
   

  
	
  Matching Contributions
  (Formula 2)

  	
   

  	
  1

  	
   

  	
  6

  	
   

  	
  1

  	
   

  	
  1,9,10

  	
   

  	
  2

  	
   

  	
  9

  	
   

  
	
  Non-Elective
  Contribution (Formula 1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Elective
  Contribution (Formula 2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Safe Harbor
  Contribution*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QNECs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QMACs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


*If any age or Service requirement selected is more restrictive than
that which is imposed on any Employee contribution, that group of Employees
will be subject to the ADP and/or ACP testing as prescribed under applicable
IRS Regulations.



 6
 









 


A.                                    Age:


1.                                       No
age requirement.


2.                                       Insert
the applicable age in the chart above. 
The age may not be more than twenty-one (21).


B.                                      Service:


The maximum
Service requirement for Elective Deferrals is one (1) year.  For all other contributions, the maximum is
two (2) years.  If a Service requirement
greater than one (1) year is selected, Participants must be 100% vested in that
contribution.


1.                                       No
Service requirement.


2.                                       Completion
of              days
of Service.


3.                                      Completion
of             
days of Service within the             
time period following an Employee’s commencement of employment.


4.                                       Two
months of Service (insert number of months applicable to the specified
contribution type).


5.                                                   
months of Service (insert number of months applicable to the specified
contribution type).


6.                                       One
(1) Year of Service or Period of Service.


7.                                       Two
(2) Years of Service or Periods of Service.


8.                                       One
(1) Expected Year of Service.  May enter
after six (6) months of actual Service.


9.                                       One
(1) Expected Year of Service.  May enter
after             
months of actual Service [must be less than one (1) Year].


10.                                 One
(1) Expected Year of Service.  May enter
after             
months of actual Service [must be less than one (1) Year].


11.                                 Completion
of.            .Hours
of Service within the             
month(s) time period following an Employee’s commencement of employment.


Generally
no more than 83-1/3 Hours of Service may be required during each such month;
provided however, that the Employee shall become a Participant no later than
upon the completion of 1,000 Hours of Service within an Eligibility Computation
Period and the attainment of the minimum age requirement.


12.                                 Completion
of             
Hours of Service.


For
options 2, 3, 8, 9, 10, 11 and 12, if an Employee satisfies the one (1)
year/1,000 Hours of Service eligibility requirement, then he or she must enter
the Plan.


C.                                      Method for Measuring Service Eligibility Period (do not enter this
method in the table above):


A Year of Service
for eligibility purposes is defined as follows (choose one):


o                                    1.                                       Not applicable.
There is no Service requirement or the Plan has a Service requirement of less
than one (1) year.


o                                    2.                                       Hours of Service
method.  A Year of Service will be
credited upon completion of       Hours of  Service. 
A Year of Service for eligibility purposes may not be less than one (1)
Hour of Service or greater than 1,000 hours by operation of law.  If left blank, the Plan will use 1,000 hours.


x                                   3.                                       Elapsed Time
method.


D.                                     Hours of Service for Eligibility:


Hours shall be
determined by the method selected below. The method selected shall be applied
to all Employees covered under the Plan as follows:



 7
 









 


1.                                       Not
applicable.  For all purposes under the
Plan, a Year of Service (Period of Service) is defined using the Elapsed Time
method.


2.                                       On
the basis of actual hours for which an Employee is paid or entitled to payment
[Plan defaults to this election].


3.                                       On
the basis of days worked.  An Employee
shall be credited with ten (10) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the day.


4.                                       On
the basis of weeks worked.  An Employee
shall be credited with forty-five (45) Hours of Service if the Employee would
be credited with at least one (1) Hour of Service during the week.


5.                                       On
the basis of semi-monthly payroll periods. 
An Employee shall be credited with ninety-five (95) Hours of Service if
the Employee would be credited with at least one (1) Hour of Service during the
semi-monthly payroll period.


6.                                       On
the basis of months worked.  An Employee
shall be credited with one-hundred-ninety (190) Hours of Service if the
Employee would be credited with at least one (1) Hour of Service during the
month.


E.                                       Employee Class Exclusions:


1.                                       Employees
included in a unit of Employees covered by a collective bargaining agreement
between the Employer and Employee Representatives, if benefits were the subject
of good faith bargaining and if two percent or less of the Employees covered
pursuant to the agreement are professionals as defined in §1.410(b)-9 of the
Regulations, unless participation in this Plan is specifically provided for in
the collective bargaining agreement.  For
this purpose, the term “employee representative” does not include any
organization more than half of whose members are owners, officers, or
executives of the Employer.


2.                                       Employees
who are non-resident aliens [within the meaning of Code Section 7701(b)(1)(B)] who
receive no Earned Income [within the meaning of Code Section 911(d)(2)] from
the Employer which constitutes income from sources within the United States
[within the meaning of Code Section 861(a)(3)].


3.                                       Employees
compensated on an hourly basis.


4.                                       Employees
compensated on a salaried basis.


5.                                       Employees
compensated on a commission basis.


6.                                       Key
Employees.


7.                                       Highly
Compensated Employees.


8.                                       Employees
of any member of the controlled and/or affiliated service group Employer whose
Employer does not affirmatively adopt this Plan.


9.                                       The
Plan shall exclude from participation any nondiscriminatory classification of
Employees determined as follows:  Leased
employees.


10.                                 Employees
hired prior to January 1, 2007.


11.                                 Employees
hired on or after January 1, 2007.


F.                                      Eligibility Computation Period:  The initial eligibility computation period
shall commence on the date on which an Employee first performs an Hour of
Service and the first anniversary thereof. 
Each subsequent computation period shall commence on:


1.                                       Not
applicable.  The Plan has a Service
requirement of less than one (1) year or uses the Elapsed Time method to
determine eligibility.


2.                                       The
anniversary of the Employee’s employment commencement date and each subsequent
twelve (12) consecutive month period thereafter.


3.                                       The
first day of the Plan Year which commences prior to the first anniversary date
of the Employee’s employment commencement date and each subsequent Plan Year
thereafter.



 8
 









 


G.                                      Entry
Date Options:


1.                                       The
first day of the month coinciding with or next following the date on which an
Employee meets the eligibility requirements.


2.                                       The
first day of the payroll period coinciding with or next following the date on
which an Employee meets the eligibility requirements.


3.                                       The
first day of the second payroll period coinciding with or next following the
date on which an Employee meets the eligibility requirements, or as soon as
administratively feasible thereafter. This option may only be
selected if no Service is required.


4.                                       The
earlier of the first day of the Plan Year, or the first day of the fourth,
seventh or tenth month of the Plan Year coinciding with or next following the
date on which an Employee meets the eligibility requirements.


5.                                       The
earlier of the first day of the Plan Year or the first day of the seventh month
of the Plan Year coinciding with or next following the date on which an
Employee meets the eligibility requirements.


6.                                       The
first day of the Plan Year following the date on which the Employee meets the
eligibility requirements.  If this
election is made, the Service waiting period cannot be greater than one-half
year and the minimum age requirement may not be greater than age twenty and
one-half (201⁄2).


7.                                       The
first day of the Plan Year nearest the date on which an Employee meets the
eligibility requirements. This option can only be
selected for Employer related contributions.


8.                                       The
first day of the Plan Year during which the Employee meets the eligibility
requirements.  This
option can only be selected for Employer related
contributions.


9.                                       Other:
As soon as administratively feasible following the date which an Employes
meets the eligibility requirements.  This option may not require an entry date
more than two (2) months following the date on which an Employee meets the
eligibility requirements.


10.                                 The
Employee’s date of hire.


H.                                     Leased
Employees:


x                                  1.                                       Not
applicable.  Leased Employees do not
participate in this Plan.


o                                    2.                                       A Leased
Employee of the Employer is a Participant in the Plan and may also participate
in a plan maintained by the leasing organization.


I.                                          Employees on Effective Date:


o                                    1.                                       All Employees
will be required to satisfy both the age and Service requirements specified
above.


o                                    2.                                       Employees
employed on the Plan’s Effective Date do not have to satisfy the age
requirement specified above.


o                                    3.                                       Employees
employed on the Plan’s Effective Date do not have to satisfy the Service
requirement specified above.


o                                    J.                                        Special
Waiver of Eligibility Requirements:


The age and/or
Service eligibility requirements specified above shall be waived for the
eligible Employees specified below who are employed on the specified date for
the contribution type(s) specified.  Such
employees will begin participation in the Plan as of that date.  This waiver applies to either the age or
Service requirement or both as elected below.



 9
 









 




	
  Waiver

  Date

  	
   

  	
  Waiver of Age

  Requirement

  	
   

  	
  Waiver of Service

  Requirement

  	
   

  	
  Contribution
  Type

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  All Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Elective Deferrals

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Roth 401(k) Deferrals

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Matching Contributions (Formula 1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Matching Contributions (Formula 2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non-Elective Contributions (Formula 1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non-Elective Contributions (Formula 2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Safe Harbor Contribution

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  QNEC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  QMAC

  






 


The waiver above applies to:


o                                    1.                                       All eligible Employees employed on the specified date.


o                                    2.                                       To the indicated class of Employees employed on the specified date.

            


V.                                     RETIREMENT AGES


A.                                   Normal Retirement:


x                                  1.                                       Normal
Retirement Age shall be age 65 [not to exceed sixty-five (65)].


o                                    2.                                       Normal Retirement
Age shall be the later of attaining age             
[not to exceed age sixty-five (65)] or the             
(not to exceed the fifth) anniversary of the first day of the first Plan Year
in which the Participant commenced participation in the Plan.


3.                                       The
Normal Retirement Date shall be:


o                                    a.                                       as
of the date the Participant attains Normal Retirement Age [Plan defaults to
this election].


x                                  b.
                                   the
first day of the month coinciding with or next following the Participant’s
attainment of Normal Retirement Age.


B.                                     Early Retirement:


x                                  1.                                       Not applicable.


o                                    2.                                       The Plan shall
have an Early Retirement Age of             
[not less than age fifty-five (55)] and completion of             
Years of Service.


3.                                       The
Early Retirement Date shall be:


o                                    a.                                       as
of the date the Participant attains Early Retirement Age [Plan defaults to this
election].


o                                    b.                                      the
first day of the month next following the Participant’s attainment of Early
Retirement Age.


VI.                                 EMPLOYEE CONTRIBUTIONS


x                                  A.                                   Elective
Deferrals:


1.                                       Participants
shall be permitted to make Elective Deferrals:


o                                    a.                                       in
any amount up to             %
of Compensation.


x                                  b.                                      in
any amount from a minimum of 1% to a maximum of 99% of their
Compensation.


o                                    c.                                       in
a flat dollar amount from a minimum of $            
to a maximum of $            ,
not to exceed             %
of their Compensation.



 10















 


	
  

  	
  o

  	
  d.

  	
  in any amount up to the maximum percentage of
  Compensation and dollar amount permissible under Section 402(g) of the
  Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404
  and 415.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  e.

  	
  Highly Compensated Employee may defer in any amount
  up to             %
  of Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  f.

  	
  Catch-up Contributions may be made by eligible
  Participants.

  



 


Note:                    If Roth 401(k)
Deferrals or Voluntary After-tax Contributions are also elected below, the
maximum combined amount of Elective Deferrals, Roth 401(k) Deferrals and
Voluntary After-tax Contributions may be limited.


2.                                          Participants
shall be permitted to terminate their Elective Deferrals at any time upon
proper and timely notice to the Employer. 
Modifications and reinstatement of Participants’ Elective Deferrals will
become effective as soon as administratively feasible on a prospective basis as
provided for below:


	
  Modifications

  	
   

  	
  Reinstatement

  	
   

  	
  Method

  
	
  x

  	
   

  	
  x

  	
   

  	
  On a daily basis.

  
	
  o

  	
   

  	
  o

  	
   

  	
  Upon             
  days notice to the Plan Administrator.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of each quarter.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next month.

  
	
  o

  	
   

  	
  o

  	
   

  	
  The beginning of the next payroll period.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next semi-annual period.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next Plan Year.

  



 


	
  o

  	
  B.

  	
  Roth 401(k) Deferrals:

  



 


	
  

  	
   

  	
  1.

  	
  Participants shall be permitted to make Roth 401(k)
  Deferrals:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  in any amount up to             %
  of Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  in any amount from a minimum of             %
  to a maximum of             %
  of their Compensation not to exceed $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  c.

  	
  in a flat dollar amount from a minimum of $            
  to a maximum of $            ,
  not to exceed             %
  of their Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  d.

  	
  in any amount up to the maximum percentage of
  Compensation and dollar amount permissible under Section 402(g) of the
  Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404
  and 415.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  e.

  	
  Catch-up Contributions may be made by eligible
  Participants.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  f.

  	
  Participant’s may designate a minimum of             %
  to a maximum of             %
  of Elective Deferrals as Roth 401(k) 
  Deferrals.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  g.

  	
  The maximum combined limit of Elective Deferrals and
  Roth 401(k) Deferrals will not exceed             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Participants shall be permitted to terminate their
  Roth 401(k) Deferrals at any time upon proper and timely notice to the Employer.  Modifications and reinstatement of
  Participants’ Roth 401(k) Deferrals will become effective as soon as
  administratively feasible on a prospective basis as provided for below:

  



 


	
  Modifications

  	
   

  	
  Reinstatement

  	
   

  	
  Method

  
	
  o

  	
   

  	
  o

  	
   

  	
  On a daily basis.

  
	
  o

  	
   

  	
  o

  	
   

  	
  Upon             
  days notice to the Plan Administrator.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of each quarter.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next month.

  
	
  o

  	
   

  	
  o

  	
   

  	
  The beginning of the next payroll period.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next semi-annual period.

  
	
  o

  	
   

  	
  o

  	
   

  	
  On the first day of the next Plan Year.

  



 



 11
 









 


	
  

  	
  C.

  	
  Bonus Option:

  



 


	
  

  	
  o

  	
  1.

  	
  Not applicable. The Plan’s definition of
  Compensation excludes bonuses.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  2.

  	
  Not applicable. 
  Participants are not permitted to make a separate deferral election
  and no amount of their bonus may be deferred into the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  3.

  	
  Not applicable. 
  The Participant’s deferral amount elected on his/her Salary Deferral
  Agreement will also apply to any bonus received by the Participant for any
  Plan Year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  4.

  	
  Bonuses paid by the Employer are
  included in the definition of Compensation and the Employer permits a
  Participant to amend his or her deferral election to defer to the Plan, an
  amount not to exceed       % or $      
  of any bonus received by the Participant for any Plan Year.

  



 


	
  o

  	
  D.

  	
  Automatic Enrollment for Elective Deferrals:

  



 


	
  

  	
   

  	
  The Employer elects the automatic enrollment
  provisions for Elective Deferrals as follows:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  1.

  	
  New Employees.  Employees who have not met the eligibility
  requirements shall have Elective Deferrals withheld in the amount of  % of Compensation or $      upon
  entering the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Elective Deferral limit under
  the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After      Years
  of Service, the amount specified above shall increase to       %
  or $      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  2.

  	
  Current Employees.  In the Plan Year in which the automatic
  enrollment feature becomes effective, Employees who are eligible to
  participate but not deferring shall have Elective Deferrals withheld in the
  amount of % of Compensation or $      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Elective Deferral limit under
  the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After       Years
  of Service, the amount specified above shall increase to       %
  or $      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  3.

  	
  Current Participants.  In the Plan Year in which the automatic
  enrollment feature becomes effective, current Participants who are deferring
  at a percentage less than the amount selected herein shall have Elective
  Deferrals withheld in the amount of       %
  of Compensation or $      .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Elective Deferral limit under
  the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After       
  Years of Service, the amount specified above shall increase to      %
  or $      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  4.

  	
  Current Non-Highly Compensated
  Participants.  In the
  Plan Year in which the automatic enrollment feature becomes effective,
  current Non-Highly Compensated Participants who are deferring at a percentage
  less than the amount selected herein shall have Elective Deferrals withheld
  in the amount of       % of Compensation
  or $      .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Elective Deferral limit under
  the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After       Years
  of Service, the amount specified above shall increase to      %
  or $      .

  



 


Employees and
Participants shall have the right to amend the stated automatic Elective
Deferral provisions or receive cash in lieu of deferral into the Plan.  For purposes of this section, Employees
returning an election form indicating a “zero” deferral amount shall be deemed “Current
Participants.”



 12
 









 


	
  o

  	
  E.

  	
  Automatic Enrollment for Roth 401(k) Deferrals:

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  The Employer elects the automatic enrollment
  provisions for Roth 401(k) Deferrals as follows:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  1.

  	
  New Employees.  Employees who have not met the eligibility
  requirements shall have Roth 401(k) Deferrals withheld in the amount of             %
  of Compensation or $            
  upon entering the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Roth 401(k) Deferral limit
  under the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After             
  Years of Service, the amount specified above shall increase to             %
  or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  2.

  	
  Current Employees.  In the Plan Year in which the automatic
  enrollment feature becomes effective, Employees who are eligible to
  participate but not deferring shall have Roth 401(k) Deferrals withheld in
  the amount of             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Roth 401(k) Deferral limit
  under the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After             Years
  of Service, the amount specified above shall increase to             %
  or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  3.

  	
  Current Participants.  In the Plan Year in which the automatic
  enrollment feature becomes effective, current Participants who are deferring
  at a percentage less than the amount selected herein shall have Roth 401(k)
  Deferrals withheld in the amount of             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Roth 401(k) Deferral limit
  under the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After             
  Years of Service, the amount specified above shall increase to             %
  or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  4.

  	
  Current Non-Highly Compensated
  Participants.  In the
  Plan Year in which the automatic enrollment feature becomes effective,
  current Non-Highly Compensated Participants who are deferring at a percentage
  less than the amount selected herein shall have Elective Deferrals withheld
  in the amount of             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  On an annual basis the Roth 401(k) Deferral limit
  under the Plan shall be increased up to a maximum amount determined by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  After             
  Years of Service, the amount specified above shall increase to             %
  or $            .

  



 


Employees and
Participants shall have the right to amend the stated automatic Roth 401(k)
Deferral provisions or receive cash in lieu of deferral into the Plan.  For purposes of this section, Employees
returning an election form indicating a “zero” Roth 401(k) Deferral amount
shall be deemed “Current Participants”.


	
  

  	
  F.

  	
  Voluntary After-tax Contributions:

  



 


	
  

  	
  x

  	
  1

  	
  The plan does not permit Voluntary After-tax
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  2.

  	
  Participants may make Voluntary After-tax
  Contributions  in any amount from a minimum of
              %
  to a maximum of             %
  of their Compensation or a flat dollar amount from a minimum of $            
  to a maximum of $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  3.

  	
  Participants may make Voluntary After-tax
  Contributions in any amount up to the maximum permitted by law.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  4.

  	
  The maximum combined limit of Elective Deferrals,
  Roth 401(k) Deferrals, and Voluntary After-tax Contributions will not exceed             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Employer wishes to reserve the right to
  recharacterize Elective Deferrals as Voluntary After-tax Contributions in
  order to pass the ADP/ACP Test, this section must be completed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Required After-tax Contributions:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  1.

  	
  The Plan does not permit Required After-tax
  Contributions.

  



 



 13
 









 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  2.

  	
  Participants shall be required to make Required
  After-tax Contributions as follows:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
              %
  of Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  A percentage determined by the Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  c.

  	
  A flat dollar amount of $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  d.

  	
  The maximum combined limit of Elective Deferrals,
  Roth 401(k) Deferrals, and Required After-tax Contributions will not exceed             %
  of Compensation or $            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H.

  	
  Rollover Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  1.

  	
  The Plan does not accept Rollover Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  2.

  	
  Rollover Contributions may be made:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  after meeting the eligibility requirements for
  participation in the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  b.

  	
  prior to meeting the eligibility requirements for
  participation in the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
   

  	
  The Plan will accept a Participant Rollover
  Contribution of an Eligible Rollover Distribution from (check only those that apply):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  a.

  	
  A Qualified Plan described in Code Section 401(a) or
  403(a).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  b.

  	
  An annuity contract described in Code Section
  403(b).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  c.

  	
  An eligible plan under Code Section 457(b) which is
  maintained by a state, political subdivision of a state, or any agency or
  instrumentality of a state or political subdivision of a state.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  d.

  	
  An Individual Retirement Account (which was not used
  as a conduit from a Qualified Plan) or Annuity described in Code Section
  408(a) or 408(b) that is eligible to be rolled over and would otherwise be
  includable in gross income.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  The Plan will accept a Direct Rollover of an
  Eligible Rollover Distribution from (check
  only those that apply):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  A Qualified Plan described in Code Section 401(a) or
  403(a), excluding Voluntary After-tax Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  b.

  	
  A Qualified Plan described in Code Section 401(a) or
  403(a), including Voluntary After-tax Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  c.

  	
  An annuity contract described in Code Section 403(b),
  excluding Voluntary After-tax Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  d.

  	
  An annuity contract described in Code Section
  403(b), including Voluntary After-tax Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  e.

  	
  An eligible plan under Code Section 457(b) which is
  maintained by a state, political subdivision of a state, or an agency or
  instrumentality of a state or political subdivision of a state.

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.          SAFE HARBOR PLAN
PROVISIONS


If the Safe Harbor
Plan provisions are elected, the nondiscrimination tests at Article XI of the
Plan Document are not 



 14
 









applicable.  Safe Harbor Contributions made are subject to
the withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury
Regulations Section 1.401(k)-1(d); such contributions (and earnings thereon)
must not be distributable earlier than separation from Service, death,
Disability, an event described in Code Section 401(k)(10), or in the case of a
profit-sharing or stock bonus plan, the attainment of age 591⁄2. Safe Harbor
Contributions are NOT available for Hardship withdrawals.


The ACP Test Safe
Harbor is automatically satisfied if the only Matching Contribution to the Plan
is either a Basic Matching Contribution or an Enhanced Matching Contribution
that does not provide a match on Elective Deferrals in excess of 6% of
Compensation. For Plans that allow Voluntary or Required After-tax
Contributions, the ACP Test is applicable with regard to such contributions.


Employees eligible
to make Elective Deferrals to this Plan must be eligible to receive the Safe
Harbor Contribution in the Plan listed below, to the extent required by
applicable IRS Regulations.


	
  o

  	
  The Employer elects to comply with the Safe Harbor
  Cash or Deferred Arrangement provisions of Article XI of the Plan Document
  and elects one of the following contribution formulas:

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  A.

  	
  Safe Harbor Tests:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  1.

  	
  Only the ADP and not the ACP Test Safe Harbor
  provisions are applicable.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  2.

  	
  Both the ADP and ACP Test Safe Harbor provisions are
  applicable.  If both ADP and ACP
  provisions are applicable:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  No additional Matching Contributions will be made in
  any Plan Year in which the Safe Harbor provisions are used.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  The Employer may make Matching Contributions in
  addition to any Safe Harbor Matching Contributions elected below.  (Complete provisions in Article VIII of this
  Adoption Agreement regarding Matching Contributions that will be made in
  addition to those Safe Harbor Matching Contributions made below.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Safe Harbor Matching Contributions
  cannot be subject to an Hour of Service or last day requirement.

  
	
   

  	
   

  	
   

  
	
  o

  	
  B.

  	
  Designation of Alternate Plan to Receive Safe
  Harbor Contribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Safe Harbor Contribution as elected below is
  not being made to this Plan, the name of the other plan that will receive the
  Safe Harbor Contribution is:

  
	
   

  	
   

  	
   

  
	
  o

  	
  C.

  	
  Basic Matching Contribution Formula:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Matching Contributions will be made on behalf of
  Participants in an amount equal to 100% of the amount of the Eligible
  Participant’s Elective Deferrals that do not exceed 3% of the Participant’s
  Compensation and 50% of the amount of the Participant’s Elective Deferrals
  that exceed 3% of the Participant’s Compensation but that do not exceed 5% of
  the Participant’s Compensation.

  
	
   

  	
   

  	
   

  
	
  o

  	
  D.

  	
  Enhanced Matching Contribution Formula:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Matching Contributions will be made in an amount
  equal to the sum of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
              %
  of the Participant’s Elective Deferrals that exceed             %
  of the Participant’s Compensation but do not exceed             %
  (if more than 6% or if left blank the ACP Test will apply) of the
  Participant’s Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This section must be completed so that at any rate
  of Elective Deferrals, the Matching Contribution is at least equal to the
  Matching Contribution received if the Employer used the Basic Matching
  Contribution Formula.  The rate of
  match cannot increase as Elective Deferrals increase.  If an additional discretionary match is
  made, the dollar amount of the allocation thereof may not exceed 4% of
  eligible Plan Compensation.

  



 



 15















 


	
  

  	
   

  	
   

  	
   

  
	
  o

  	
  E.

  	
  Guaranteed Non-Elective Contribution Formula:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employer shall make a Non-Elective Contribution
  equal to             %
  (not less than 3%) of the Compensation of each Eligible Participant.

   

  
	
  o

  	
  F.

  	
  Flexible Non-Elective Contribution Formula:

   

  
	
   

  	
   

  	
  This provision provides the Employer with the
  ability to amend the Plan to comply with the Safe Harbor provisions during
  the Plan Year.  To provide such option,
  the Employer must amend the Plan and indicate on Schedule C that the Safe
  Harbor Non-Elective Contribution (not less than 3%) will be made for the
  specified Plan Year.  Such election
  must comply with all the applicable notice requirements.

   

  
	
   

  	
   

  	
  Additional non-Safe Harbor contributions may be
  made to the Plan pursuant to Section VIII hereof.  Any additional contributions may be subject
  to nondiscrimination testing.

  
	
   

  	
  G.

  	
  Limitations on Safe Harbor Matching
  Contributions:

   

  
	
   

  	
   

  	
  If a Safe Harbor Matching Contribution is made to
  the Plan:

   

  
	
   

  	
  o

  	
  1.

  	
  The Employer will annualize Safe Harbor Matching
  Contributions.

   

  
	
   

  	
  o

  	
  2.

  	
  The Employer will not annualize Safe Harbor Matching
  Contributions and elects to match actual Elective Deferrals made:

   

  
	
   

  	
   

  	
  o

  	
  a.

  	
  on a payroll basis [Plan defaults to this election].

   

  
	
   

  	
   

  	
  o

  	
  b.

  	
  on a monthly basis.

   

  
	
   

  	
   

  	
  o

  	
  c.

  	
  on a Plan Year quarterly basis.

   

  
	
   

  	
   

  	
   

  	
  If one of the Matching Contribution calculation
  periods at Section VII(G)(2) above is selected, Matching Contributions must
  be deposited to the Plan not later than the last day of the calendar quarter
  next following the quarter to which they relate.

   

  
	
   

  	
  o

  	
  3.

  	
  The Employer will only contribute the Safe Harbor
  Contribution to Non-Highly Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


VIII.        EMPLOYER CONTRIBUTIONS


The
Employer shall make contributions to the Plan in accordance with the formula or
formulas selected below.  The Employer’s
contribution shall be subject to the limitations contained in Articles III and
X of the Plan Document.  For this
purpose, a contribution for a Plan Year shall be limited by Compensation earned
in the Limitation Year that ends with or within such Plan Year.


Do
not complete this section of the Adoption Agreement if the Plan only offers a
Safe Harbor Contribution. A Plan that offers both a Safe Harbor Contribution as
well as an additional Employer Contribution that is specified below, must
complete both Sections VII and VIII of this Adoption Agreement.


A.           Matching Employer
Contribution:


Select
the Matching Contribution Formula, Computation Period and special Limitations
for each contribution type from the options listed below.  Enter the letter of the option(s) selected on
the lines provided.  Leave the line blank
if no election is required.




	
  Type of

  Contribution

  	
   

  	
  Matching

  Contribution

  (Formula 1)

  	
   

  	
  Matching

  Computation

  Period

  	
   

  	
  Limitations

  	
   

  	
  Matching

  Contribution

  (Formula 2)

  	
   

  	
  Matching

  Computation

  Period

  	
   

  	
  Limitations

  
	
  Elective Deferrals

  	
   

  	
  a

  	
   

  	
  a

  	
   

  	
  d

  	
   

  	
  b

  	
   

  	
  a

  	
   

  	
  d

  
	
  Roth 401(k) Deferrals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Catch-up Contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Voluntary After-tax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required After-tax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  403(b) Deferrals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


If any election is made
with respect to “403(b) Deferrals” above, and if this Plan is used to fund any 



 16
 









Employer Contributions, Employer Contributions will be based on
the Elective Deferrals made to an existing 403(b) plan sponsored by the
Employer.


Name of corresponding
403(b) plan, as applicable:


If the
Matching Contribution formula selected by the Employer is 100% vested and may
not be distributed to the Participant before the earlier of the date the
Participant separates from Service, retires, becomes disabled, attains 591⁄2, or
dies, it may be treated as a Qualified Matching Contribution.


1.             Matching Contribution Formulas:


Matching Contribution Formulas
for Elective Deferrals, Roth 401(k) Deferrals  and Catch-Up Contributions:


If this
Plan is also utilizing a Safe Harbor Contribution pursuant to Section VII of
this Adoption Agreement, the allocation of Discretionary Matching
Contributions may not exceed 4% of eligible Compensation.


a.                                      Percentage
of Deferral Match:  The Employer shall contribute to each
eligible Participant’s account an amount equal to 100% of the
Participant’s Elective Deferrals up to a maximum of 3% of Compensation
or $3,000.


b.                                     Percentage
of Deferral Match:  The Employer shall contribute to each
eligible Participant’s account an amount equal to 50% of the Participant’s
Elective Deferrals up to a maximum of 6% of Compensation or $6,000.


c.                                      Discretionary Match:  The
Employer’s Matching Contribution shall be determined by the Employer with
respect to each Plan Year.  The Matching
Contribution shall be contributed to each eligible Participant in accordance
with the nondiscriminatory formula determined by the Employer.


d.                                     Tiered Match:  The
Employer shall contribute to each eligible Participant’s account an amount
equal to:


            % of the first             % of the Participant’s Compensation
contributed, and


            % of the next             % of the Participant’s Compensation
contributed, and


            % of the next             % of the Participant’s Compensation
contributed.


The Employer’s contribution
will be made up to the o greater of o lesser of             % of Compensation, or $            .


e.                                      Percentage
of Compensation Match:  The Employer shall contribute to each
eligible Participant’s account             % of Compensation if the eligible Participant
contributes at least      % of Compensation.


The
Employer’s contribution will be made up to the o greater of o lesser of             % of Compensation or $            .


f.                                        Proportionate Compensation Match:  The
Employer shall contribute to each eligible Participant who defers at least             % of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a fraction, the numerator of
which is the Participant’s Compensation and the denominator of which is the
Compensation of all Participants eligible to receive such an allocation.


The Employer’s contribution
will be made up to the o greater of o lesser of             % of Compensation or $            .


g.                                     Length
of Service Match:  The Employer shall make Matching
Contributions equal to the formula determined under the following schedule:


	
      

  	
  Participant’s Total Years (Periods) of Service

  	
        

  	
  Matching Contribution Formula

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 17
 









Each
separate matching percentage contribution must satisfy Code Section 401(a)(4)
nondiscrimination requirements and the ACP test.


Matching Contribution Formulas
for Voluntary After-tax Contributions, Required After-tax Contributions, 403(b) Deferrals:


h.                                     Percentage of Deferral Match: The Employer shall contribute
to each eligible Participant’s account an amount equal to             %
of the Participant’s Contribution or Deferral up to a maximum of             %
of Compensation or $            .


i.                                         Uniform
Dollar Match: The Employer shall contribute to each eligible Participant’s
account $             if the Participant contributes at
least             %
of Compensation or $            . 
The Employer’s contribution will be made up to the maximum of             %
of Compensation.


j.                                         Discretionary Match:
The Employer’s Matching Contribution shall be determined by the Employer
with respect to each Plan Year.  The
Matching Contribution shall be contributed to each eligible Participant in
accordance with the nondiscriminatory formula determined by the Employer.


2.                                       Matching Contribution Computation
Period: The
Compensation  or any dollar limitation imposed
in calculating the match will be based on the period selected below. Matching
Contributions will be calculated on the following basis:


	
  

  	
  a.

  	
  Payroll Based

  	
  e.

  	
  Monthly

  
	
   

  	
  b.

  	
  Weekly

  	
  f.

  	
  Quarterly

  
	
   

  	
  c.

  	
  Bi-weekly

  	
  g.

  	
  Semi-annually

  
	
   

  	
  d.

  	
  Semi-monthly

  	
  h.

  	
  Annually

  



 


The calculation of Matching
Contributions based on the Computation Period selected above has no
applicability as to when the Employer remits Matching Contributions to the
Trust.


3.                                       Limitations on Matching Formulas:


a.                                      Contributions
to Participants who are not Highly Compensated Employees: Contribution of
the Employer’s Matching Contribution will be made only to eligible Participants
who are Non-Highly Compensated Employees.


b.                                     Deferrals
withdrawn prior to the end of the Matching Computation Period:  Matching Contributions (whether or not
Qualified) will not be made on Employee contributions withdrawn prior to the
end of the o Matching Computation Period, or o
Plan Year.


o                                   If
elected, this requirement shall apply in the event of a withdrawal occurring as
the result of a termination of employment for reasons of retirement, Disability
or death.


c.                                      Maximum Plan Limit for Matching Contributions: In no event will Matching
Contributions exceed             %
of Compensation, and/or $            .


o                                   If
elected, this limitation applies to the total of all Elective Deferrals, Roth
401(k) Deferrals, Catch-Up Contributions, Voluntary After-tax Contributions and
Required After-tax Contributions made to the Plan for the Plan Year.


d.                                     True-up of Matching Contributions:  The Employer elects to true-up
Matching Contributions made to the Plan.


B.                                     Non-Elective Employer
Contributions:


The Employer shall have
the right to make a discretionary or fixed contribution(s).  The Employer’s contribution(s) for the Plan
Year shall be allocated to the accounts of eligible Participants as follows :


o                                    1.             Proportionate Compensation Formula:


o            a.             As
a percentage of the Employer’s Net Profit.



 18
 









o                                   b.             On a pro rata basis as a percentage
of Compensation of eligible Participants for the Plan Year.


o                                     c.            As an amount fixed by an appropriate
action of the Employer as of the time prescribed by law.


o                                   2.             Uniform Dollar Amount Formula:


o                                     a.             Equally in a uniform dollar amount
to each eligible Participant.


o                                     b.             In the same dollar amount to each
eligible Participant per Hour of Service or days worked that the Participant is
entitled to Compensation.


o                                   3.             Excess Integrated Allocation Formula:  As an amount taking into
consideration amounts contributed to Social Security using the four-step Excess Integrated Allocation Formula as
described in paragraph 3.1(a) of the Plan Document; the Integration Level is
defined at Section III(D) of this Adoption Agreement.


o                                   4.             Base Integrated Allocation Formula:  As an amount taking into
consideration amounts contributed to Social Security using the two-step Base Integrated Allocation Formula as described in
paragraph 3.1(b) of the Plan Document; to the extent that such
contributions are sufficient, they shall be allocated as follows:            % of each eligible Participant’s
Compensation, plus      % of Compensation in excess of the Integration
Level defined at Section III(D) hereof. 
The percentage of excess Compensation may not exceed the lesser of (1)
the amount first specified in this paragraph or (2) the greater of 5.7% or the
percentage rate of tax under Code Section 3111(a) as in effect on the first day
of the Plan Year attributable to the Old Age (OA) portion of the OASDI
provisions of the Social Security Act. 
If the Employer specifies an Integration Level in Section III(D) which
is lower than the Taxable Wage Base for Social Security purposes (SSTWB) in
effect as of the first day of the Plan Year, the percentage contributed with
respect to excess Compensation must be adjusted.  If the Plan’s Integration Level is greater
than the larger of $10,000 or 20% of the SSTWB but not more than 80% of the
SSTWB, the excess percentage is 4.3%.  If
the Plan’s Integration Level is greater than 80% of the SSTWB but less than
100% of the SSTWB, the excess percentage is 5.4%.


Only one
Plan maintained by the Employer may be integrated with Social Security.  Any Plan utilizing a Safe Harbor formula as
provided in Section VII of this Adoption Agreement may not apply the Safe
Harbor Contributions to the integrated allocation formula.


o            5.             Fixed Employer Contributions:


o                                     a.                         %
of each Participant’s Compensation.


o                                     b.             $             to each Participant.


o                                     c.             Such contribution shall be allocated in the same
dollar amount to each eligible Participant per Hour of Service or days worked
that the Participant is entitled to Compensation.


o                                   6.             Uniform Points Allocation Formula: The
allocation for each eligible Participant will be determined by a uniform points method. Each eligible
Participant’s allocation shall bear the same relationship to the Employer
contribution as the Participant’s total points bear to all points awarded.  Each eligible Participant will receive              points for each of the following:


o                                     a.                          year(s) of age.


o                                     b.                          Year(s) of Service determined:


o                                    i.              In the same manner as determined
for eligibility.


o                                    ii.             In the same manner as determined
for vesting.


o                                    iii.            Points will not be awarded with
respect to Year(s) of Service in excess of             .


o            c.             $             (not to exceed $200) of Compensation.


x           7.             Additional Adopting Employers:


x                                   a.             All
participating Employers’ contributions and forfeitures under Section VIII above
entitled “Employer Contributions” and forfeitures, if applicable, attributable
to each specific contribution source made by such Employer shall be pooled
together and allocated uniformly among all eligible Participants.



 19
 









o                                    b.             Each participating Employer’s
contribution and forfeitures, if applicable, subject to reallocation attributable
to each specific contribution source made by such Employer under Section VIII
entitled “Employer Contributions” shall be allocated only to eligible
Participants of the participating Employer.


Where
contributions and forfeitures are to be allocated to eligible Participants by
participating Employers, each such Employer must maintain data demonstrating
that the allocations by group satisfy the nondiscrimination rules under Code
Section 401(a)(4).


C.                                     Qualified Matching (QMAC) and
Qualified Non-Elective (QNEC) Employer Contribution Formulas:


o                                     1.            QMAC Contribution Formula: 
The Employer may contribute to each eligible Participant’s Qualified
Matching Contribution account an amount equal to (select one
or more of the following):


o                                    a.             $            
or             %
of the Participant’s Elective Deferrals.


o                                    b.             $             or             %
of the Participant’s Elective Deferrals not to exceed             %
of Compensation.


o                                    c.             $             or             %
of the Participant’s Roth 401(k) Deferrals.


o                                    d.             $             or             % of the Participant’s Roth 401(k)
Deferrals not to exceed             % of Compensation.


o                                    e.             $             or             %
of the Participant’s Voluntary After-tax Contributions.


o                                    f.              $             or             %
of the Participant’s Required After-tax Contributions.


o                                     2.            Discretionary QMAC Contribution Formula:  The Employer shall have the right to make a
discretionary QMAC contribution.  The
Employer’s Matching Contribution shall be determined by the Employer with
respect to each Plan Year’s eligible Participants.  Such contribution shall be allocated on a
nondiscriminatory basis.  This part of
the Employer’s contribution shall be fully vested when made.


o                                     3.            Discretionary Percentage QNEC Contribution Formula:  The Employer shall have the right to make a
discretionary QNEC contribution which shall be allocated to each eligible Participant’s
account in proportion to his or her Compensation as a percentage of the
Compensation of all eligible Participants. 
This part of the Employer’s contribution shall be fully vested when
made.  This contribution will be made to:


o                                    a.             All eligible Participants.


o                                    b.             Only eligible Participants who are
Non-Highly Compensated Employees.


o                                     4.            Discretionary Uniform Dollar QNEC Contribution Formula: The
Employer shall have the right to make a discretionary QNEC contribution which
shall be allocated to each eligible Participant’s account in a uniform dollar
amount to be determined by the Employer and allocated in a nondiscriminatory
manner.  This part of the Employer’s
contribution shall be fully vested when made. This contribution will be made
to:


o                                    a.             All eligible Participants.


o                                    b.             Only eligible Participants who are
Non-Highly Compensated Employees.


o            5.             Fixed QNEC Contribution Formula:


o                                    a.                         %
of each Participant’s Compensation.


o                                    b.             $             to each Participant.


o                                    c.             Such contribution shall be allocated in the same dollar
amount to each eligible Participant per Hour of Service or days worked that the
Participant is entitled to Compensation.



 20















x                                  6.             Corrective
QNEC Contribution Formula:  The
Employer shall have the right to make a QNEC contribution to satisfy the
ADP/ACP Test.  Such contribution shall be
limited pursuant to the limitations in paragraph 11.11(f) of the Plan Document.  This part of the Employer’s contribution
shall be fully vested when made.


o                                    7.             Qualified Matching
Contributions (QMAC):


o                                   a.                                       For
purposes of the ADP or ACP Test, all Matching Contributions made to the Plan
will be deemed “Qualified” for purposes of calculating the Actual Deferral
Percentage and/or Actual Contribution Percentage.  All Matching Contributions
must be fully vested when made.


o                                   b.                                      For
purposes of the ADP or ACP Test, only Matching Contributions made to the Plan
that are needed to meet the Actual Deferral Percentage or Actual Contribution
Percentage Test will be deemed “Qualified” for purposes of calculating the
Actual Deferral Percentage and/or Actual Contribution Percentage.  All such Matching Contributions used must be fully vested
when made.


o                                     8.             Qualified
Non-Elective Contributions (QNEC):


o                                   a.                                       For
purposes of the ADP or ACP Test, all Non-Elective Contributions made to the
Plan will be deemed “Qualified” for purposes of calculating the Actual Deferral
Percentage and/or Actual Contribution Percentage.  All Non-Elective Contributions must be fully
vested when made.


o                                   b.                                      For
purposes of the ADP or ACP Test, only the Non-Elective Contributions made to
the Plan that are needed to meet the Actual Deferral Percentage or Actual
Contribution Percentage Test will  be
deemed “Qualified” for purposes of calculating the Actual Deferral Percentage
and/or Actual Contribution Percentage.  All such
Non-Elective Contributions used must be fully vested when made.


IX.           ALLOCATIONS TO PARTICIPANTS


A.            Allocation
of Contributions to Active Participants:


o                                    1.             There
are no allocation requirements to receive any contribution made to the
Plan.  However, the participant must
receive Compensation from the Employer for rendering personal services.


o                                    2.             The
Plan is using the Hours of Service method. 
A Year of Service will be credited upon completion of the hours and/or
employment requirements below.   Any
allocation requirement indicated below will not apply to any Safe Harbor
Contributions that may be made on behalf of any Participant in this Plan.


a.                                       A Year of Service for allocation accrual
purposes cannot be less than one (1) Hour of Service nor greater than 1,000
hours by operation of law. If left blank, the Plan will use 1,000 hours.  Enter whole digit numbers only


	
  

  	
   

  	
  Contribution Type

  	
   

  	
  Hours

  
	
   

  	
   

  	
  All contributions

  	
   

  	
   

  
	
   

  	
   

  	
  Matching Contributions (Formula 1)

  	
   

  	
   

  
	
   

  	
   

  	
  Matching Contributions (Formula 2)

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Elective Contribution (Formula 1)

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Elective Contribution (Formula 2)

  	
   

  	
   

  
	
   

  	
   

  	
  QNECs

  	
   

  	
   

  
	
   

  	
   

  	
  QMACs

  	
   

  	
   

  



 


b.                                      Participants must also be employed on the
last day of the Plan Year in order to receive the following contribution(s):


	
  

  	
  o

  	
  All contributions

  
	
   

  	
  o

  	
  Matching Contributions (Formula 1)

  
	
   

  	
  o

  	
  Matching Contributions (Formula 2)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 1)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 2)

  
	
   

  	
  o

  	
  QNECs

  
	
   

  	
  o

  	
  QMACs

  
	
   

  	
  o

  	
  True-up Contributions

  



 



 21
 









c.                                       Participants must be employed on the last
day of each quarter of the Plan Year in order to receive the following
contribution(s):


	
  

  	
  o

  	
  All contributions

  
	
   

  	
  o

  	
  Matching Contributions (Formula 1)

  
	
   

  	
  o

  	
  Matching Contributions (Formula 2)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 1)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 2)

  
	
   

  	
  o

  	
  QNECs

  
	
   

  	
  o

  	
  QMACs

  
	
   

  	
  o

  	
  True-up Contributions

  



 


Note: Use of this Subsection
(c) requires that no more than one (1) Hour of Service be required in
Subsection (a) above for the contribution types chosen.


x                                  3.                                       The Plan is using the Elapsed Time
method.  Contributions will be allocated
to all Participants who have completed 0 [not more than twelve (12)]
months of Service regardless of the hours credited.  If left blank, the Plan will use twelve (12)
months.


a.                                       Participants must also be employed on the
last day of the Plan Year in order to receive the following contribution(s):


	
  

  	
  o

  	
  All contributions

  
	
   

  	
  o

  	
  Matching Contributions (Formula 1)

  
	
   

  	
  o

  	
  Matching Contributions (Formula 2)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 1)

  
	
   

  	
  o

  	
  Non-Elective Contribution (Formula 2)

  
	
   

  	
  o

  	
  QNECs

  
	
   

  	
  o

  	
  QMACs

  
	
   

  	
  x

  	
  Annual Match True-up
  Contributions (Except for those on leave due to the Family Medical Leave Act
  of 1993)

  



 


B.            Allocation of Contributions to
Terminated Participants:


o                                    1.                                       There are no allocation requirements to
receive any contribution made to the Plan. However, the participant must
receive Compensation from the Employer for rendering personal services.


Employer contributions for a Plan Year will be
allocated to terminated Participants who have met the following allocation
accrual requirements (check all applicable
boxes):


o                                    2.                                       For Plans using the Hours of Service method,
terminated Participants who have completed the following hours.  (If left blank, the Plan will use 1,000
hours.  Enter whole digit numbers only.)


	
  

  	
  Contribution Type

  	
   

  	
  Hours

  
	
   

  	
  All contributions

  	
   

  	
   

  
	
   

  	
  Matching Contributions (Formula 1)

  	
   

  	
   

  
	
   

  	
  Matching Contributions (Formula 2)

  	
   

  	
   

  
	
   

  	
  Non-Elective Contribution (Formula 1)

  	
   

  	
   

  
	
   

  	
  Non-Elective Contribution (Formula 2)

  	
   

  	
   

  
	
   

  	
  QNECs

  	
   

  	
   

  
	
   

  	
  QMACs

  	
   

  	
   

  



 



 22
 









 




	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non-

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  All

  	
   

  	
  Match

  	
   

  	
  Match

  	
   

  	
  Elective

  	
   

  	
  Elective

  	
   

  	
  Non-

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Contributions

  	
   

  	
  Formula 1

  	
   

  	
  Formula 2

  	
   

  	
  Formula 1

  	
   

  	
  Formula 2

  	
   

  	
  QNEC

  	
   

  	
  QMAC

  	
   

  
	
  o

  	
   

  	
  3.   For
  Plans using the Elapsed Time method, terminated Participants who have completed
          [not more than twelve (12)]
  months of Service. (If left blank, the Plan will use twelve (12) months. Enter
  whole digit numbers only.):

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.   The
  Hours of Service or Period of Service requirement in Section (B) (2) or (3) above
  will be waived if termination is due to:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.   Early
  or Normal Retirement

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  b.   Disability

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  c.   Death

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  d.  Other (must be nondiscriminatory in operation):

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.   The
  last day of employment requirement in Section (A)(2) above will be waived if termination
  is due to:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.   Early
  or Normal Retirement

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  b.   Disability

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  c.   Death

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  d.  Other (must be nondiscriminatory in operation):

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  






o            C.            Contributions to Disabled
Participants:


The Employer will make contributions on behalf of a Participant who is
permanently and totally disabled. These contributions will be based on the
Compensation each such Participant would have received for the Limitation Year
if the Participant had been paid at the rate of Compensation paid immediately
before becoming permanently and totally disabled.  Such imputed Compensation for the disabled
Participant may be taken into account only if the Participant is not a Highly
Compensated Employee.  These
contributions will be 100% vested when made.


X.                                    DISPOSITION OF FORFEITURES


A.            Forfeiture Allocation
Alternatives:


o                                    1.             Not applicable; all contributions are fully vested.


x                                  2.             Select one or more methods in which forfeitures associated with
the contribution type will be allocated (number
each item in order of use):



 23
 









 




	
  

  	
   

  	
   

  	
   

  	
  Employer Contribution Type

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  All Non-Safe Harbor

  	
   

  	
  Non-Elective

  	
   

  
	
   

  	
   

  	
  Disposition Method

  	
   

  	
  Matching Contributions

  	
   

  	
  Contributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  Restoration of Participant’s forfeitures.

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  Used to offset Plan expenses.

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  Used to reduce the Employer’s Non-Elective
  Contribution.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  Used to reduce the Employer’s Matching Contribution.

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e.

  	
   

  	
  Added to the Employer’s contribution (other than
  Matching Contributions or Base Integration Formula) under the Plan.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  f.

  	
   

  	
  Added to the Employer’s Matching Contribution under
  the Plan (these Contributions will be subject to ACP Testing).

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  g.

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  h.

  	
   

  	
  Allocate to all NHCEs eligible to share in the
  allocations in proportion to each such Participant’s Compensation for the
  year.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  i.

  	
   

  	
  Allocate to all NHCEs eligible to share in the
  allocations in proportion to each such Participant’s Elective Deferrals for
  the year.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  j.

  	
   

  	
  Allocate to all
  Participants eligible to share in the allocations in the same proportion that
  each Participant’s Elective Deferrals for the year bears to the Elective
  Deferrals of all Participants for such year.

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Participants eligible to
share in the allocation of other Employer Contributions under Section VIII
shall be eligible to share in the allocation of forfeitures except where
allocations are only to Non-Highly Compensated Employees.


B.            Timing of Allocation of
Forfeitures:


If no timely distribution
or deemed distribution [pursuant to paragraph 6.5(c) of the Plan Document] has
been made to a former Participant, non-vested portions shall be forfeited at
the end of the Plan Year during which the former Participant incurs his or her
fifth consecutive one (1) year Break in Service or Period of Severance for
Plans that use the Elapsed Time Method.


If a former Participant
has received the full amount of his or her Vested Account Balance, the
non-vested portion of his or her account shall be forfeited and be disposed of:


o                                    1.                                       during
the Plan Year following the Plan Year in which the forfeiture arose.


x                                  2.                                       as
of any Valuation or Allocation Date during the Plan Year (or as soon as
administratively feasible following the close of the Plan Year) in which the
former Participant receives full payment of his or her vested benefit.



 24
 









o                                    3.             at the end of the Plan Year during
which the former Participant incurs his or her       (1st,
2nd, 3rd, 4th or 5th) consecutive one (1) year Break in Service.


o                                    4.             as of the end of the Plan Year
during which the former Participant receives full payment of his or her vested
benefit.


o                                    5.             as of the earlier of the first day
of the Plan Year, or the first day of the seventh month of the Plan Year
following the date on which the former Participant has received full payment of
his or her vested benefit.


o                                    6.             as of the next Valuation or
Allocation Date following the date on which the former Participant receives
full payment of his or her vested benefit.


XI.                                MULTIPLE PLANS MAINTAINED BY THE EMPLOYER,
LIMITATIONS ON ALLOCATIONS, AND TOP-HEAVY
CONTRIBUTIONS


A.            Plans Maintained By
The Employer:


x                                  1.             This is the only Plan the Employer
maintains.  In the event that the
allocation formula results in an Excess Amount, such excess, after distribution
of Employee contributions pursuant to paragraph 10.2 of the Plan Document,
shall be:


x           a.                                       Placed
in a suspense account for the benefit of the Participant without the crediting
of gains or losses for the benefit of the Participant.


o            b.                                      Reallocated
as additional Employer contributions to all other Participants to the extent
that they
do not have any Excess Amount.


If no
method is specified, the suspense account method will be used [Plan defaults to
this election].


o                                    2.             The Employer does maintain another
Plan [including a Welfare Benefit Fund or an individual medical account as
defined in Code Section 415(l)(2)], under which amounts are treated as Annual
Additions and has completed the proper sections below.


a.                                       If
the Participant is covered under another qualified Defined Contribution Plan
maintained by the Employer:


o                                    i.                                          The
provisions of Article X of the Plan Document will apply.


o                                    ii.                                       The Employer
has specified below the method under which the plans will limit total Annual
Additions to the Maximum Permissible Amount, and will properly reduce any
Excess Amounts in a manner that precludes Employer discretion.


b.                                      Allocation
of Excess Annual Additions:  In the event
that the allocation formula results in an Excess Amount, such excess, after
distribution of Employee contributions, shall be:


o                                    i.                                          Placed in a
suspense account for the benefit of the Participant without the crediting of
gains or losses for the benefit of the Participant.


o                                    ii.                                       Reallocated
as additional Employer contributions to all other Participants to the extent
that they
do not have any Excess Amount.


If no
method is specified, the suspense account method will be used [Plan defaults to
this election].


B.            Top-Heavy Provisions:


In the event the
Plan is or becomes Top-Heavy, the minimum contribution or benefit required
under Code Section 416 and paragraph 14.2 of the Plan Document relating to
Top-Heavy Plans shall be satisfied in the elected manner:


x                                  1.                                       The
minimum contribution will be satisfied by this Plan.


 



 25















 


o            2.             The minimum contribution
will be satisfied by (name of other Qualified Plan):


a.                                     Minimum
contribution or benefit to be provided (specify interest rates and mortality
table, if applicable):


b.                                    Employees
who will receive the minimum contribution or benefit under such other Plan:


 


                                                                    3.              For any Plan Year during which the
Plan is Top-Heavy, the sum of the contributions (excluding Elective Deferrals)
allocated to non-Key Employees shall not be less than the amount required under
the Plan Document.  The eligibility of a
Participant to receive Top-Heavy Contributions mirrors the eligibility for any
contribution with the earliest Entry Date. 
Top-Heavy minimums will be allocated to:


o            a.             all
eligible Participants [Plan defaults to this election].


o            b.             only eligible non-Key Employees who
are Participants.


o            4.             Matching Contributions shall be
included when satisfying Top-Heavy minimum contributions.


XII.                            NONDISCRIMINATION
TESTING


A Plan may use different
testing methods for the ADP and ACP Tests provided the Plan does not permit
recharacterization of Excess Contributions,
Elective Deferrals to be used in the ACP Test, or Qualified Matching
Contributions to be used in the ADP Test.


If no
election is made, the Plan will use the Current Year testing method for both
the ADP and ACP Tests.


A.            Testing Elections:


o                                1.                                            The
Plan is not subject to ADP or ACP testing. 
The Plan does not offer Voluntary After-tax or Required After-tax
Contributions and it either meets the Safe Harbor provisions of Section VII of
this Adoption Agreement, or it does not benefit any Highly Compensated
Employees.


x                                  2.                                       This
Plan is using the Current Year testing method for purposes of the ADP Test.


x                                  3.                                       This
Plan is using the Current Year testing method for purposes of the ACP Test.


o                                    4.                                       This
Plan is using the Prior Year testing method for purposes of the ADP Test.


o                                    5.                                       This
Plan is using the Prior Year testing method for purposes of the ACP Test.


B.            Testing Elections for the
First Plan Year:


Complete
only when Prior Year testing method election is made and the Employer is not
using the “deemed 3%” rule.


o                                1.                                       If
this is not a successor Plan, then for the first Plan Year this Plan permits
any Participant to make Elective Deferrals or Roth 401(k) Deferrals, the ADP
used in the ADP Test for Participants who are Non-Highly Compensated Employees
shall be such first Plan Year’s ADP.


o                                2.                                       If
this is not a successor Plan, then for the first Plan Year this Plan (a)
permits any Participant to make Employee contributions, (b) provides for
Matching Contributions or (c) both, the ACP used in the ACP Test for
Participants who are Non-Highly Compensated Employees shall be such first Plan
Year’s ACP.


o                                    C.            Recharacterization:


Elective Deferrals may be recharacterized as Voluntary
After-tax Contributions to the extent so provided by this Plan, to satisfy the
ADP Test.  The Employer must have elected
to permit Voluntary After-tax Contributions in the Plan for this election to be
operable.



 26
 









 


XIII.                        VESTING


Participants shall
always have a fully vested and nonforfeitable interest in their Employee
contributions (including Elective Deferrals, Catch-Up Contributions, Roth
401(k) Deferrals, Deemed IRA Contributions, Required After-tax Contributions,
and Voluntary After-tax Contributions), Qualified Matching Contributions (“QMACs”),
Qualified Non-Elective Contributions (“QNECs”) or Safe Harbor Contributions,
and their investment earnings.


Each Participant
shall acquire a vested and nonforfeitable percentage in his or her account
balance attributable to Employer contributions and their earnings under the
schedule(s) selected below except in any Plan Year during which the Plan is
determined to be Top-Heavy. In any Plan Year in which the Plan is Top-Heavy,
the two-twenty vesting schedule [option (B)(4)] or the three-year cliff
schedule [option (B)(3)] shall automatically apply unless the Employer has
already elected a faster vesting schedule. 
If the Plan is amended to option (B)(3) or (B)(4) due to its Top-Heavy
status, that vesting schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment to this Adoption
Agreement.


A.            Vesting Computation
Period:


A Year of Service
for vesting will be determined on the basis of the (choose
one):


o                                    1.                                    Not
applicable.  All contributions are fully
vested.


x                                  2.                                    Elapsed
Time method.


o                                      3.                                  Hours
of Service method.  A Year of Service
will be credited upon completion of      Hours of
Service.  A Year of Service for vesting
purposes will not be less than one (1) Hour of Service or greater than 1,000
hours by operation of law.  If left
blank, the Plan will use 1,000 hours.


The computation
period for purposes of determining Years of Service and Breaks in Service for
purposes of computing a Participant’s nonforfeitable right to his or her
account balance derived from Employer contributions:


o                                   a.                                   shall
commence on the date on which an Employee first performs an Hour of Service for
the Employer and each subsequent twelve (12) consecutive month period shall
commence on the anniversary thereof.


o                                  b.                                  shall
commence on the first day of the Plan Year during which an Employee first
performs an Hour of Service for the Employer and each subsequent twelve (12)
consecutive month period shall commence on the anniversary thereof.


A Participant
shall receive credit for a Year of Service if he or she completes the number of
hours specified above at any time during the twelve (12) consecutive month
computation period.  A Year of Service
may be earned prior to the end of the twelve (12) consecutive month computation
period and the Participant need not be employed at the end of the twelve (12)
consecutive month computation period to receive credit for a Year of Service.


B.            Vesting Schedules:


Select the appropriate schedule for each contribution
type and complete any blank vesting percentages from the list below and insert
the option number in the vesting schedule chart below. Matching Contributions
that are not Safe Harbor Matching Contributions may only choose option (3) or
(4) or a schedule where amounts vest faster than at option (4).


	
   

  	
   

  	
  Years of Service

  	
   

  	 

	
   

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Full and immediate
  Vesting

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
  %

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
  %

  	
  20

  	
  %

  	
  40

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
  %

  	
   

  	
  %

  	
  20

  	
  %

  	
  40

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  
	
  6.

  	
   

  	
  10

  	
  %

  	
  20

  	
  %

  	
  30

  	
  %

  	
  40

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  
	
  7.

  	
   

  	
  0

  	
  %

  	
  20

  	
  %

  	
  40

  	
  %

  	
  60

  	
  %

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  	
  100

  	
  %

  
																													



 



 27
 









The
percentages selected for schedule (8) may not be less for any year than the
percentages shown at schedule (4).




	
  Vesting Schedule Chart

  	
   

  	
  Employer Contribution Type

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All Employer Contributions

  
	
  7

  	
   

  	
  Matching Contributions (Formula 1)

  
	
  7

  	
   

  	
  Matching Contributions (Formula 2)

  
	
   

  	
   

  	
  Match on
  Voluntary After-tax Contributions

  
	
   

  	
   

  	
  Match on
  Required After-tax Contributions

  
	
   

  	
   

  	
  Match on 403(b)
  Deferrals

  
	
   

  	
   

  	
  Non-Elective Contribution
  (Formula 1)

  
	
   

  	
   

  	
  Non-Elective
  Contribution (Formula 2)

  
	
   

  	
   

  	
  Top-Heavy
  Minimum Contributions

  






 


C.            Service Disregarded for
Vesting:


x                              1.             Not applicable.  All Service is recognized.


o                                2.             Service prior to the Effective Date
of this Plan or a predecessor plan is disregarded when computing a Participant’s
vested and nonforfeitable interest.


o                                3.             Service prior to a Participant
having attained age eighteen (18) is disregarded when computing a Participant’s
vested and nonforfeitable interest.


o            D.            Full Vesting of Employer Contributions for Current Participants:


Notwithstanding
the elections above, all Employer contributions made to a Participant’s account
shall be 100% fully vested if the Participant is employed on the Effective Date
of the Plan (or such other date as entered herein):       .
The operation of this provision may not result in the discrimination in favor
of Highly Compensated Employees.


XIV.                        SERVICE WITH PREDECESSOR ORGANIZATION


o            A.            Not applicable.  The Plan does not recognize Service with any predecessor
organization.


x           B.            The Plan will recognize Service with
all predecessor organizations for the purposes indicated:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Allocation

  	
   

  	
   

  
	
   

  	
  

  	
   

  	
  Eligibility

  	
   

  	
  Accrual

  	
   

  	
  Vesting

  
	
   

  	
   

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  



 


x           C.            Service with the following
organization(s) will be recognized for the Plan purpose indicated:


	
   

  	
  

  	
   

  	
  Eligibility

  	
   

  	
  Allocation

  Accrual

  	
   

  	
  Vesting

  
	
   

  	
  All affiliated
  international locations

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
   

  	
  Attach additional
  pages as necessary.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


XV.                            IN-SERVICE WITHDRAWALS


A.            In-Service Withdrawals:


o                                1.             In-service withdrawals are not
permitted in the Plan.


x                              2.             In-service withdrawals are
permitted in the Plan.  Participants may
withdraw the following contribution types after meeting the following
requirements (select one or more of the following
options):



 28
 









 




	
  

  	
   

  	
   

  	
   

  	
  Withdrawal Restrictions

  	
   

  
	
  Contribution Types

  	
   

  	
  A

  	
   

  	
  B

  	
   

  	
  C

  	
   

  	
  D

  	
   

  	
  E

  	
   

  	
  F

  	
   

  	
  G

  	
   

  	
  H

  	
   

  	
  I

  
	
  a.

  	
   

  	
  All Contributions

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  b.

  	
   

  	
  Elective Deferrals

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  c.

  	
   

  	
  Roth 401(k) Deferrals

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  d.

  	
   

  	
  Voluntary After-tax Contributions

  	
   

  	
  o

  	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  e.

  	
   

  	
  Required After-tax Contributions

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  f.

  	
   

  	
  Rollover Contributions

  	
   

  	
  o

  	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  g.

  	
   

  	
  Vested Matching (Formula 1)

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
  h.

  	
   

  	
  Vested Matching (Formula 2)

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
  i.

  	
   

  	
  Vested Non-Elective (Formula 1)

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
  j.

  	
   

  	
  Vested Non-Elective (Formula 2)

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
  k.

  	
   

  	
  Safe Harbor Matching

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  l.

  	
   

  	
  Safe Harbor Non-Elective

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  m.

  	
   

  	
  Qualified Non-Elective

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  n.

  	
   

  	
  Qualified Matching

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  o

  
	
  o.

  	
   

  	
  Prior ER Match

  	
   

  	
  o

  	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
	
  p.

  	
   

  	
  Prior Employer

  	
   

  	
  o

  	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  
																						






 


 




	
  Withdrawal Restriction Key

  	
   

  
	
  A.

  	
   

  	
  Not available for in-service withdrawals.

  
	
  B.

  	
   

  	
  Available for in-service withdrawals without
  restrictions.

  
	
  C.

  	
   

  	
  Participants having completed five (5) years of Plan
  participation may elect to withdraw all or any part of their Vested Account
  Balance.

  
	
  D.

  	
   

  	
  Participants may withdraw all or any part of their
  Account Balance after having attained the Plan’s Normal Retirement Age
  (Normal Retirement Age cannot be less than age 591⁄2 for in-service withdrawal
  of Elective Deferrals, Roth 401(k) Deferrals, Safe Harbor Contributions,
  QMACs or QNECs).

  
	
  E.

  	
   

  	
  Participants may withdraw all or any part of their
  Vested Account Balance after having attained age 59.5 (not less than
  age 591⁄2).

  
	
  F.

  	
   

  	
  Participants may withdraw all or any part of their
  Vested Account Balance after having attained age
        (not less than age 591⁄2).

  
	
  G.

  	
   

  	
  Participants may elect to withdraw all or any part
  of their Vested Account Balance which has been credited to their account for
  a period in excess of two (2) years.

  
	
  H.

  	
   

  	
  Available for withdrawal only if the Participant is
  100% vested.

  
	
  I.

  	
   

  	
  All requirements selected in (C) through (H) above
  must be satisfied prior to a distribution being made from the Plan.

  
				






 



 29
 









B.            Hardship Withdrawals:


o                                1.                                       Hardship
withdrawals are not permitted in the Plan.


x                              2.                                       Hardship
withdrawals are permitted in the Plan and will be taken from the Participant’s
account as follows (select one or more of
these options):


o                                a.                                           Participants
may withdraw Elective Deferrals.


o                                b.                                          Roth
401(k) Deferrals


x                              c.                                           Participants
may withdraw Elective Deferrals and any earnings credited as of December 31,
1988 (or if later, the end of the last Plan Year ending before July 1, 1989).


o                                d.                                          Participants
may withdraw Rollover Contributions plus their earnings.


o                                e.                                           Participants
may withdraw vested Non-Elective Contributions (Formula 1) plus their earnings.


o                                f.                                             Participants
may withdraw vested Non-Elective Contributions (Formula 2) plus their earnings.


x                              g.                                          Participants
may withdraw vested Matching Employer Contributions (Formula 1) plus their
earnings.


x                              h.                                          Participants
may withdraw vested Matching Employer Contributions (Formula 2) plus their
earnings.


o                                i.                                              Participants
may withdraw Qualified Matching Contributions and Qualified Non-Elective
Contributions plus their earnings, and the earnings on Elective Deferrals which
have been credited to the Participant’s account as of December 31, 1988 (or if
later, the end of the last Plan Year ending before July 1, 1989).


If the Participant could withdraw his or her account in the past, this right may not be
taken away.


XVI.                        LOAN PROVISIONS


x                                  A.                                   Participant
loans are permitted in accordance with the Employer’s established loan
procedures.


x                                  B.                                  Loan
payments will be suspended under the Plan as permitted under Code Section
414(u) in compliance with the
Uniformed Services Employment and Reemployment Rights Act of 1994.


XVII.                    INVESTMENT MANAGEMENT


A.            Investment Management
Responsibility:


o                                1.                                       The
Employer shall appoint a discretionary Trustee to manage the assets of the
Plan.


o                                2.                                       The
Employer shall retain investment management responsibility and/or
authority.  Unless otherwise appointed,
the Trustee shall act in a nondiscretionary capacity.


x                              3.                                       The
party designated below shall be responsible for the investment of the
Participant’s account. By selecting a box, the Employer is making a designation
as to who will have authority to issue investment directives with respect to
the specified contribution type (check all applicable
boxes):


 



 30















 


	
   

  	
   

  	
  Trustee

  	
   

  	
  Employer

  	
   

  	
  Participant

  	
   

  
	
  a.

  	
  All
  Contributions

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  x

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
  Elective
  Deferrals

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
  Roth 401(k)
  Deferrals

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
  Voluntary
  After-tax Contributions

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e.

  	
  Required
  After-tax Contributions

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  f.

  	
  Safe Harbor
  Contributions

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  g.

  	
  Matching
  Contributions (Formula 1)

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  h.

  	
  Matching
  Contributions (Formula 2)

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  i.

  	
  QMACs

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  j.

  	
  QNECs

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  k.

  	
  Non-Elective Contributions
  (Formula 1)

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  l.

  	
  Non-Elective
  Contributions (Formula 2)

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  m.

  	
  Rollover
  Contributions

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  n.

  	
  Deemed IRA
  Contributions

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  



 


To the
extent that Participant self-direction was previously permitted, the Employer
shall have the right to either make the assets part of the general fund, or
leave them as self-directed subject to the provisions of the Plan Document.


B.            Limitations on Partici
pant Directed Investments:


x           1.             Participants
are permitted to invest among only those investment alternatives made available
by the Employer under the Plan.


o            2.             Participants
are permitted to invest in any investment alternative permitted under the Plan
Document.


o            C.            Insurance:


The Plan permits life
insurance as an investment alternative.


x                                  D.            ERISA Section 404(c):


The Employer intends to
be covered by the fiduciary liability provisions with respect to Participant
directed investments under ERISA Section 404(c).


XVIII.                DISTRIBUTION OPTIONS


A.            Timing of Distributions
[both (1) and (2) must be completed]:


1.                                       Distributions
payable as a result of termination for reasons other than death, Disability or
retirement shall be paid c [select from the list at
(A)(3) below].


2.                                       Distributions
payable as a result of termination for death, Disability or retirement shall be
paid c  [select from the list at (A)(3) below].


3.                                       Distribution
Options


a.                                       As
soon as administratively feasible on or after the Valuation Date following the
date on which a distribution is requested or is otherwise payable.


b.                                      As
soon as administratively feasible following the close of the Plan Year during
which a distribution is requested or is otherwise payable.



 31
 









c.                                       As
soon as administratively feasible following the date on which a distribution is
requested or is otherwise payable.  (This option is recommended for daily
valuation plans.)


d.                                      As
soon as administratively feasible after the close of the Plan Year during which
the Participant incurs         [cannot
be more than five (5)] consecutive one (1) year Breaks in Service. [This formula can only be used in (A)(1).]


e.                                       As
soon as administratively feasible after the close of the Plan Year during which
the Participant incurs          [cannot
be more than five (5)] consecutive one (1) year Breaks in Service. [This formula can only be used in (A)(2).]


f.                                         Only
after the Participant has attained the Plan’s Normal Retirement Age or Early
Retirement Age, if applicable.


B.            Required Beginning Date:


The Required Beginning
Date of a Participant with respect to the Plan is (select one
from below):


o                                    1.             The April 1  of the calendar year following the
calendar year in which the Participant attains age 701⁄2.


o                                    2.             The April 1 of the calendar year
following the calendar year in which the Participant attains age 701⁄2 except
that distributions to a Participant (other than a 5% owner) with respect to
benefits accrued after the later of the adoption of this Plan or Effective Date
of the amendment of this Plan must commence no later than the April 1 of the
calendar year following the later of the calendar year in which the Participant
attains age 701⁄2 or the calendar year in which the Participant retires.


x                                  3.             The later of the April 1 of the
calendar year following the calendar year in which the Participant attains age
701⁄2 or retires except that distributions to a 5% owner must commence by the
April 1 of the calendar year following the calendar year in which the
Participant attains age 701⁄2.


x                                  Except that
such Participant may elect to begin receiving distributions as of April 1 of
the calendar year following the calendar year in which the Participant attains
age 701⁄2.  Any distributions made pursuant
to such an election will not be considered required minimum distributions.  Such distributions will be considered
in-service distributions and as such, will be subject to applicable
withholding.


C.            Minimum Distribution
Requirements:


x                                  1.             Election to
Apply Five (5) Year Rule to Distributions to Designated Beneficiaries:


If
the Participant dies before distributions begin and there is a Designated
Beneficiary, distribution to the Designated Beneficiary is not required to
begin by the date specified in the Plan Document but the Participant’s entire
interest will be distributed to the Designated Beneficiary by December 31 of
the calendar year containing the fifth anniversary of the Participant’s
death.  If the Participant’s surviving
Spouse is the Participant’s sole Designated Beneficiary and the surviving
Spouse dies after the Participant but before distributions to either the
Participant or the surviving Spouse begin, this election will apply as if the
surviving Spouse were the Participant. 
This election will apply to:


x           a.             all
distributions.


o            b.             the
following distributions:          


x                                  2.             Election to
Allow Participants or Beneficiaries to Elect Five (5) Year Rule:


Participants
or Beneficiaries may elect on an individual basis whether the five (5) year
rule or the life expectancy rule described in the Plan Document applies to
distributions after the death of a Participant who has a Designated
Beneficiary.  The election must be made
no later than the earlier of September 30 of the calendar year in which
distribution would be required to begin under the Plan, or by September 30 of
the calendar year which contains the fifth anniversary of the Participant’s
(or, if applicable, surviving Spouse’s) death. 
If neither the Participant nor Beneficiary makes an election under this
paragraph, distributions will be made in accordance with Article VII of the
Plan Document and, if applicable, the elections in Section XVIII(C)(1) above.



 32
 









D.            Forms of Payment
(select all that apply):


The
normal form of payment is determined at Section III(I) of this Adoption
Agreement.


x                                  1.             Lump sum.


o                                    2.             Installment payments.


o                                    3.             Partial payments; the minimum
amount will be $       .


o                                    4.             Life annuity.


o                                    5.             Term certain annuity with payments
guaranteed for        years [not to
exceed twenty (20)].


o                                    6.             Joint and o 50%,
o 66-2/3%, o 75%
or o 100% survivor annuity.


E.             Type
of Payment (select all that apply):


x                                  1.             Cash


x                                  2.             Employer securities.


o                                    3.             Other marketable securities.


o                                    4.             Other in-kind payments.


F.             Application of Involuntary Cash-out
Provisions:


o                                    1.             The Plan shall not make involuntary
cash-outs to any terminated vested Participant. 
Distributions will only be made at the request of the Participant.


x                                  2.             The Plan shall make involuntary
cash-outs to a terminated vested Participant as follows:


	
   

  	
  o

  	
  a.

  	
  The Plan shall make involuntary cash-out
  distributions of Vested Account Balances of less than $200. Distribution of amounts
  $200 or greater shall only be made at the request of the Participant.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  b.

  	
  The Plan shall make involuntary cash-out
  distributions of Vested Account Balances of $1,000 or less. Distribution of
  amounts greater than $1,000 shall only be made at the request of the
  Participant.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  c.

  	
  The Plan shall make automatic rollovers of Vested
  Account Balances that are greater than $1,000 but are not more than $5,000 in
  accordance with the provisions of Article VI of the Plan Document.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  d.

  	
  The Plan shall make automatic rollovers of Vested
  Account Balances that are not more than $5,000 in accordance with the
  provisions of Article VI of the Plan Document.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  In determining the value of the Participant’s
  nonforfeitable account balance for purposes of the Plan’s involuntary
  cash-out rules, the Plan:

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  a.

  	
  elects to exclude Rollover Contributions with
  respect to distributions made
  after         (no earlier than
  December 31, 2001) with respect to Participants who separated from service
  after         (may be earlier
  than December 31, 2001).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  b.

  	
  elects to include Rollover Contributions when
  determining such value.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If no selection is made, the Plan will exclude
  Rollover Contributions when determining the value of the Participant’s
  nonforfeitable account balance for involuntary cash-out purposes.

  



 


 



 33
 









G.            Distribution Upon Severance from Employment Due to Acquisition of Employer:


x                                  1.            Not applicable.


o                                    2.            Distribution upon severance from
employment as described in the Plan Document shall apply for distributions
after         (no earlier than
December 31, 2001) regardless of when the severance from employment occurred.


o                                    3.            Distribution upon severance from
employment as described in the Plan Document shall apply for distributions after         (no
earlier than December 31, 2001) for severance from employment occurring after           (enter
the Effective Date if different than the Effective Date above).



 34
 









XIX.        SIGNATURES


Completion
of this Adoption Agreement requires consideration of complex tax and legal
issues.  The Employer should consult with
or should obtain the advice of its legal counsel and/or tax advisor before
executing this Adoption Agreement.  By executing
this Adoption Agreement, the Employer acknowledges that it is a legal document
with significant tax and legal ramifications. 
The Employer understands that its failure to properly complete or amend
this Adoption Agreement may result in failure of the Plan to qualify or in
disqualification of the Plan.


A.            Employer:


This Adoption Agreement and the
corresponding provisions of the Plan Document are adopted by the Employer this        day
of       ,          .


	
   

  	
  Executed on behalf of the
  Employer by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  



 


B.            Trust
Agreement:


o                                    Plan assets will be
invested in group annuity contracts. 
There is no Trustee and the terms of the contract(s) will apply.


o                                    Plan assets are held in a tax qualified
Trust.  The Trust provisions used will be
as contained in the Plan Document.


x                                  Plan assets are held
in a tax qualified Trust.  The Trust
provisions used will be as contained in the accompanying executed Trust
Agreement between the Employer and the Trustee attached hereto.


C.            Trustee:


x                                  The Trustee appointed
shall act in the capacity of non-discretionary directed Trustee.


o                                    The Trustee
appointed shall act in the capacity of a discretionary Trustee.


	
   

  	
  Name and address
  of Trustee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


The Employer’s
Plan as contained herein is accepted by the Trustee this                      
day of                                  ,
                             .


	
   

  	
  Accepted on
  behalf of the Trustee by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Accepted on
  behalf of the Trustee by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Accepted on
  behalf of the Trustee by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 35
 









PARTICIPATION
AGREEMENT


Each
Participating Employer must execute a separate Participation Agreement.
If not applicable, do not
complete this Participation Agreement.


By executing this
Participation Agreement, the undersigned Employer elects to become a
Participating Employer in the Plan and accompanying Adoption Agreement as if
the Participating Employer were a signatory to the Adoption Agreement.  The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Plan as made by the signatory sponsoring Employer in Section XIX(A) of the
Adoption Agreement, except as otherwise provided below.  Further, the Participating
Employer hereby appoints the signatory sponsoring Employer as its attorney in
fact for the purpose of adopting on its behalf all future amendments whether
required or voluntary and any applicable corresponding documents (e.g., Loan
Policy, QDRO procedures, Trust Agreement).


	
   

  	
  A.

  	
  PARTICIPATING EMPLOYER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone Number:

  	
   

  	
  Tax ID Number:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  EFFECTIVE DATE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Effective Date of the Plan for the Participating
  Employer is:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  This is an adoption of a new plan by the
  Participating Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  This is an adoption of an amendment or restatement
  of a plan currently maintained by the Participating Employer identified as
  follows:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Plan:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Original Effective Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  SIGNATURES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executed on behalf of the Participating Employer by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executed on behalf of the Signatory Sponsoring Employer
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
													



 



 36















SCHEDULE
A


PROTECTED
BENEFITS


This Schedule
describes Code Section 411(d)(6) protected benefits included in the adopting
Employer’s prior plan document that are not available in the Plan
Document.  Complete as applicable.


1.             Plan Provision:  Vesting - An eligible
employee who was a participant employed by Management Science Associates, Inc.
on April 1, 1996 shall be 100% vested in his/her  matching 
account as of April 1, 1996.


Effective
Date:      April 1,
1996


2.             Plan Provision:  Vesting - An eligible
employee who was a participant employed by Willis Corroon Corporation of
Sacramento on May 31, 1996 shall be 100% vested in his/her  matching 
account as of May 31, 1996.


Effective
Date:      May 31,
1996


3.             Plan Provision:  Vesting — The Employer
retains a list of employees who are 100% vested as a result of not being hired
into a permanent position after November 10, 1996 and employees not offered
permanent employment after November 30, 1996.


Effective
Date:      November
30, 1996


4.             Plan Provision:  In-Service
Withdrawal — Active employees who have a balance in either the “Prior ER
Match” or “Prior Employer” sources may with withdraw these funds at any time,
without restriction. The monies have been in the account for greater than two
years.


Effective
Date:      December
1, 2006



 37
 









SCHEDULE
B


PRIOR PLAN PROVISIONS


This Schedule should be
used by the adopting Employer if a prior plan contains provisions not found in
the Plan Document, or where the Employer wishes to document transactions or historical provisions
of the Employer’s Plan.


The
following list documents provisions that changed with the restatement of the
Plan, effective December 1, 2006.


1. Eligibility Requirements:


Prior
Plan Provisions


·                  Service requirement — 30 days for purposes of
pre-tax contributions. For Employer contributions, 1 year.


·                  Computation method for measuring service —
Regular associates, elapsed time. For temporary associates hours are used
(Employment year switching to Plan year). In addition, if a temporary associate
switches to a regular associate hours will continue to be used.


·                  Temporary employees who work less than 1,000
hours are excluded from the Plan.


·                  The entry dates are the 1st and the 16th of the month


·                  The Board of Directors has the right to waive
eligibility requirements.


 


Current
Plan Provisions


·                  Service requirement — 2 months of service for
purposes of pre-tax contributions. 1 year for purposes of Employer
contributions.


·                  Computation method for measuring service — All
service will be measured using the elapsed time method.


·                  Temporary employees who work less than 1,000
hours will be eligible for participation.


·                  The entry date will be as soon as
administratively feasible upon satisfying the eligibility requirements.


·                  The
Board of Directors will not have the right to waive eligibility requirements
without amending the Plan.


2.  Elective Deferrals:


Prior
Plan Provision


·                  The Plan allows for deferral changes and
reinstatements on the 1st and the
16th of the
month.


 


Current
Plan Provision


·                  The
Plan allows for daily changes and reinstatements of elective deferrals.


3. Company Match:


Prior
Plan Provision


·                  All employees receive the following match
formula: 100% of elective deferrals, up a maximum of 3% of compensation or
$3,000.


 


Current
Plan Provisions


·                  All employees hired prior to January 1, 2007
will receive a match equal to 100% of elective deferrals, up a maximum of 3% of
compensation or $3,000.


·                  All
employees hired on or after January 1, 2007 will receive a match equal to 50%
of elective deferrals, up to maximum of 6% of compensation or $6,000.


4.  In-Service Withdrawals:


Prior
Plan Provision


·                  Plan participants are only allowed one
in-service withdrawal per calendar year.


 


Current
Plan Provision


·                  There
is no limit on the number of in-service withdrawals that can be taken.



 38
 









5.  Loans:


Prior
Plan Provisions


·                  A new loan can be taken in the month following
the month in which the final payment is received.


·                  The Plan allows for one loan at a time.


 


Current
Plan Provision


·                  The
Plan allows for one loan at a time with no restrictions on when it can be
taken.


6. Plan Name:


Prior
Plan Name


·                  Willis North America, Inc. Financial Security
Partnership Plan


 


Current
Plan Name


·                  Willis
401(k) Retirement Savings Plan


7. Vesting of Frozen Employer
Sources:


Vesting
of Prior ER Match


·                  5 year graded Schedule (0/20/40/60/100)


 


Vesting
of Prior Employer


·                  5
year graded schedule (0/0/25/50/100)


In
addition to the above Plan provision changes, money sources were combined as
follows:


	
  Current Money
  Sources

  	
   

  	
  Mapped to

  	
   

  	
  New Money Sources

  	
   

  	
  Withdrawal Provisions

  
	
  Prior ER Match

  	
   

  	
  ›

  	
   

  	
  Prior ER Match

  	
   

  	
  Available anytime

  
	
  Pre 87 Voluntary
  After-Tax

  	
   

  	
  ›

  	
   

  	
  After-Tax Deposit Account

  	
   

  	
  Available anytime

  
	
  Company Stock
  Match

  	
   

  	
  ›

  	
   

  	
  Company Match

  	
   

  	
  Available at age 59.5, Hardship

  
	
  Rollover

  	
   

  	
  ›

  	
   

  	
  Rollover

  	
   

  	
  Available anytime

  
	
  Salary Deferral

  	
   

  	
  ›

  	
   

  	
  Pre-Tax Deferral

  	
   

  	
  Available at age 59.5, Hardship

  
	
  Prior Plan
  Salary Deferral

  	
   

  	
  ›

  	
   

  	
  Pre-Tax Deferral

  	
   

  	
  Available at age 59.5, Hardship

  
	
  Unrestricted
  Employer Match

  	
   

  	
  ›

  	
   

  	
  Company Match

  	
   

  	
  Available at age 59.5, Hardship

  
	
  Prior Employer

  	
   

  	
  ›

  	
   

  	
  Prior Employer

  	
   

  	
  Available anytime

  
	
  Rollover From
  Prior Plan

  	
   

  	
  ›

  	
   

  	
  Rollover

  	
   

  	
  Available anytime

  



 


Effective
December 1, 2006



 39
 









SCHEDULE C


SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE
CONTRIBUTION


The following elections
are made with regard to the Plan’s Safe Harbor status pursuant to Section VII
herein.  For Plan Years indicated below,
the Plan hereby invokes a Safe Harbor status in accordance with Code Sections
401(k)(12) and 401(m)(11).


For all Plan Years in
which this Safe Harbor election is being made, the limitations and restrictions
found in Section VII herein apply.


1.             For the Plan Year beginning      
and ending      , the Employer hereby invokes a Safe
Harbor status as provided in Code Sections 401(k)(12) and 401(m) (11).  The Safe Harbor Contribution will be an amount
equal to      % (not less than 3%) of
Compensation.  This election is made on
this       day of      ,      
(date may not be later than 30 days prior to the end of the Plan Year in which
such election is being made).


2.             For the Plan Year beginning      
and ending      , the Employer hereby invokes a Safe
Harbor status as provided in Code Sections 401(k)(12) and 401(m) (11).  The Safe Harbor Contribution will be an
amount equal to      % (not less than 3%) of
Compensation.  This election is made on
this       day of      ,      
(date may not be later than 30 days prior to the end of the Plan Year in which
such election is being made).


3.             For the Plan Year beginning      
and ending      , the Employer hereby invokes a Safe
Harbor status as provided in Code Sections 401(k)(12) and 401(m) (11).  The Safe Harbor Contribution will be an
amount equal to      % (not less than 3%) of
Compensation.  This election is made on
this       day of      ,      
(date may not be later than 30 days prior to the end of the Plan Year in which
such election is being made).


4.             For the Plan Year beginning      
and ending      , the Employer hereby invokes a Safe
Harbor status as provided in Code Sections 401(k)(12) and 401(m) (11).  The Safe Harbor Contribution will be an amount
equal to      % (not less than 3%) of
Compensation.  This election is made on
this       day of      ,      
(date may not be later than 30 days prior to the end of the Plan Year in which
such election is being made).


5.             For the Plan Year
beginning       and ending      ,
the Employer hereby invokes a Safe Harbor status as provided in Code Sections
401(k)(12) and 401(m) (11).  The Safe
Harbor Contribution will be an amount equal to      %
(not less than 3%) of Compensation.  This
election is made on this       day of      ,
      (date may not be later than 30 days prior to the
end of the Plan Year in which such election is being made).



 40