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EXHIBIT 10.20(e)




FINAL 401(k)/401(m) REGULATIONS AMENDMENT




ARTICLE I

PREAMBLE





	1.1	 	Adoption and effective date of amendment. The sponsor adopts this Amendment to the
Plan to reflect certain provisions of the Final Regulations under Code Sections 401(k) and
401(m) that were published on December 29, 2004 (hereinafter referred to as the “Final 401(k)
Regulations”). The sponsor intends this Amendment as good faith compliance with the
requirements of these provisions. This Amendment shall be effective with respect to Plan Years
beginning after December 31, 2005 unless the Employer otherwise elects in Section 2.1 below.
	 
	1.2	 	Supersession of inconsistent provisions. This Amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the provisions of
this Amendment.
	 
	1.3	 	Application of provisions. Certain provisions of this Amendment relate to elective
deferrals of a 401(k) plan; if the Plan to which this Amendment relates is not a 401(k) plan,
then those provisions of this Amendment do not apply. Certain provisions of this Amendment
relate to matching contributions and /or after-tax employee contributions subject to Code
Section 401(m); if the Plan to which this Amendment relates is not subject to Code Section
401(m), then those provisions of this Amendment do not apply.
	 
	1.4	 	Adoption by prototype sponsor. Except as otherwise provided herein, pursuant to the
provisions of the Plan and Section 5.01 of Revenue Procedure 2005-16, the sponsor hereby
adopts this Amendment on behalf of all adopting employers.





ARTICLE II

EMPLOYER ELECTIONS





	2.1	 	Effective Date. This Amendment is effective, and the Plan shall implement the provisions of
the Final 401(k) Regulations, with respect to Plan Years beginning after December 31, 2005
unless the Employer elects an earlier effective date in either a or b:






	 	a.	 	o The Amendment is effective and the Final 401(k) Regulations apply to Plan
Years beginning after December 31, 2004 (2005 and subsequent Plan Years).
	 
	 	b.	 	o The Amendment is effective and the Final 401(k) Regulations apply to Plan
Years ending after December 29, 2004 (2004 and subsequent Plan Years).






	2.2	 	ACP Test Safe Harbor. Unless otherwise selected below, if this Plan uses the ADP Test Safe
Harbor provisions, then the provisions of Amendment Section 9.2(a) apply and all matching
contributions under the Plan will be applied without regard to any allocation conditions
except as provided in that Section.






	 	a.	 	o The provisions of Amendment Section 9.2(b) apply. The allocation
conditions applicable to matching contributions under the Plan continue to apply (if
selected, the Plan is not an ACP Test Safe Harbor Plan).





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	 	b.	 	o The provisions of Amendment Section 9.2 (c) apply. All matching
contributions under the Plan will be applied without regard to any allocation
conditions as of the effective date of this Amendment.





ARTICLE III

GENERAL RULES





	3.1	 	Deferral elections. A cash or deferred arrangement (“CODA”) is an arrangement under
which eligible Employees may make elective deferral elections. Such elections cannot relate to
compensation that is currently available prior to the adoption or effective date of the CODA.
In addition, except for occasional, bona fide administrative considerations, contributions
made pursuant to such an election cannot precede the earlier of (1) the performance of
services relating to the contribution and (2) when the compensation that is subject to the
election would be currently available to the Employee in the absence of an election to defer.
	 
	3.2	 	Vesting provisions. Elective Contributions are always fully vested and
nonforfeitable. The Plan shall disregard Elective Contributions in applying the vesting
provisions of the Plan to other contributions or benefits under Code Section 411(a)(2).
However, the Plan shall otherwise take a participant’s Elective Contributions into account in
determining the Participant’s vested benefits under the Plan. Thus, for example, the Plan
shall take Elective Contributions into account in determining whether a Participant has a
nonforfeitable right to contributions under the Plan for purposes of forfeitures, and for
applying provisions permitting the repayment of distributions to have forfeited amounts
restored, and the provisions of Code Sections 410(a)(5)(D)(iii) and 411(a)(6)(D)(iii)
permitting a plan to disregard certain service completed prior to breaks-in-service (sometimes
referred to as “the rule of parity”).





ARTICLE IV

HARDSHIP DISTRIBUTIONS





	4.1	 	Applicability. The provisions of this Article IV apply if the Plan provides for
hardship distributions upon satisfaction of the deemed immediate and heavy financial need
standards set forth in Regulation Section 1.401(k)-1(d)(2)(iv)(A) as in effect prior to the
issuance of the Final 401(k) Regulations.
	 
	4.2	 	Hardship events. A distribution under the Plan is hereby deemed to be on account of
an immediate and heavy financial need of an Employee if the distribution is for one of the
following or any other item permitted under Regulation Section 1.401(k)-1(d)(3)(iii)(B):






	 	(a)	 	Expenses for (or necessary to obtain) medical care that would be deductible
under Code Section 213(d) (determined without regard to whether the expenses exceed
7.5% of adjusted gross income);
	 
	 	(b)	 	Costs directly related to the purchase of a principal residence for the
Employee (excluding mortgage payments);
	 
	 	(c)	 	Payment of tuition, related educational fees, and room and board expenses, for
up to the next twelve (12) months of post-secondary education for the Employee, the
Employee’s
spouse, children, or dependents (as defined in Code Section 152, and, for taxable
years beginning on or after January 1, 2005, without regard to Code Section
152(b)(1), (b)(2), and (d)(1)(B));




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	 	(d)	 	Payments necessary to prevent the eviction of the Employee from the Employee’s
principal residence or foreclosure on the mortgage on that residence;
	 
	 	(e)	 	Payments for burial or funeral expenses for the Employee’s deceased parent,
spouse, children or dependents (as defined in Code Section 152, and, for taxable years
beginning on or after January 1, 2005, without regard to Code Section 152(d)(1)(B)); or
	 
	 	(f)	 	Expenses for the repair of damage to the Employee’s principal residence that
would qualify for the casualty deduction under Code Section 165 (determined without
regard to whether the loss exceeds 10% of adjusted gross income).






	4.3	 	Reduction of Code Section 402(g) limit following hardship distribution. If the Plan
provides for hardship distributions upon satisfaction of the safe harbor standards set forth
in Regulation Sections 1.401(k)-1(d)(3)(iii)(B) (deemed immediate and heavy financial need)
and 1.401(k)-1(d)(3)(iv)(E) (deemed necessary to satisfy immediate need), then there shall be
no reduction in the maximum amount of elective deferrals that a Participant may make pursuant
to Code Section 402(g) solely because of a hardship distribution made by this Plan or any
other plan of the Employer.





ARTICLE V

ACTUAL DEFERRAL PERCENTAGE (ADP) TEST





	5.1	 	Targeted contribution limit. Qualified Nonelective Contributions (as defined in
Regulation Section 1.401(k)-6) cannot be taken into account in determining the Actual Deferral
Ratio (ADR) for a Plan Year for a Non-Highly Compensated Employee (NHCE) to the extent such
contributions exceed the product of that NHCE’s Code Section 414(s) compensation and the
greater of five percent (5%) or two (2) times the Plan’s “representative contribution rate.”
Any Qualified Nonelective Contribution taken into account under an Actual Contribution
Percentage (ACP) test under Regulation Section 1.401(m)-2(a)(6) (including the determination
of the representative contribution rate for purposes of Regulation Section
1.401(m)-2(a)(6)(v)(B)), is not permitted to be taken into account for purposes of this
Section (including the determination of the “representative contribution rate” under this
Section). For purposes of this Section:






	 	(a)	 	The Plan’s “representative contribution rate” is the lowest “applicable
contribution rate” of any eligible NHCE among a group of eligible NHCEs that consists
of half of all eligible NHCEs for the Plan Year (or, if greater, the lowest “applicable
contribution rate” of any eligible NHCE who is in the group of all eligible NHCEs for
the Plan Year and who is employed by the Employer on the last day of the Plan Year),
and
	 
	 	(b)	 	The “applicable contribution rate” for an eligible NHCE is the sum of the
Qualified Matching Contributions (as defined in Regulation Section 1.401(k)-6) taken
into account in determining the ADR for the eligible NHCE for the Plan Year and the
Qualified Nonelective Contributions made for the eligible NHCE for the Plan Year,
divided by the eligible NHCE’s Code Section 414(s) compensation for the same period.






Notwithstanding the above, Qualified Nonelective Contributions that are made in connection
with an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46 Stat.
1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286,
or similar



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legislation can be taken into account for a Plan Year for an NHCE to the extent
such contributions do not exceed 10 percent (10%) of that NHCE’s Code Section 414(s)
compensation.




Qualified Matching Contributions may only be used to calculate an ADR to the extent that
such Qualified Matching Contributions are matching contributions that are not precluded from
being taken into account under the ACP test for the Plan Year under the rules of Regulation
Section 1.401(m)-2(a)(5)(ii) and as set forth in Section 7.1.




	5.2	 	Limitation on QNECs and QMACs. Qualified Nonelective Contributions and Qualified
Matching Contributions cannot be taken into account to determine an ADR to the extent such
contributions are taken into account for purposes of satisfying any other ADP test, any ACP
test, or the requirements of Regulation Section 1.401(k)-3, 1.401(m)-3, or 1.401(k)-4. Thus,
for example, matching contributions that are made pursuant to Regulation Section 1.401(k)-3(c)
cannot be taken into account under the ADP test. Similarly, if a plan switches from the
current year testing method to the prior year testing method pursuant to Regulation Section
1.401(k)-2(c), Qualified Nonelective Contributions that are taken into account under the
current year testing method for a year may not be taken into account under the prior year
testing method for the next year.
	 
	5.3	 	ADR of HCE if multiple plans. The Actual Deferral Ratio (ADR) of any Participant who
is a Highly Compensated Employee (HCE) for the Plan Year and who is eligible to have Elective
Contributions (as defined in Regulation Section 1.401(k)-6) (and Qualified Nonelective
Contributions and/or Qualified Matching Contributions, if treated as Elective Contributions
for purposes of the ADP test) allocated to such Participant’s accounts under two (2) or more
cash or deferred arrangements described in Code Section 401(k), that are maintained by the
same Employer, shall be determined as if such Elective Contributions (and, if applicable, such
Qualified Nonelective Contributions and/or Qualified Matching Contributions) were made under a
single arrangement. If an HCE participates in two or more cash or deferred arrangements of the
Employer that have different Plan Years, then all Elective Contributions made during the Plan
Year being tested under all such cash or deferred arrangements shall be aggregated, without
regard to the plan years of the other plans. However, for Plan Years beginning before the
effective date of this Amendment, if the plans have different Plan Years, then all such cash
or deferred arrangements ending with or within the same calendar year shall be treated as a
single cash or deferred arrangement. Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under the Regulations of Code Section 401(k).
	 
	5.4	 	Plans using different testing methods for the ADP and ACP test. Except as otherwise
provided in this Section, the Plan may use the current year testing method or prior year
testing method for the ADP test for a Plan Year without regard to whether the current year
testing method or prior year testing method is used for the ACP test for that Plan Year.
However, if different testing methods are used, then the Plan cannot use:






	 	(a)	 	The recharacterization method of Regulation Section 1.401(k)-2(b)(3) to correct
excess contributions for a Plan Year;
	 
	 	(b)	 	The rules of Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
Contributions into account under the ACP test (rather than the ADP test); or
	 
	 	(c)	 	The rules of Regulation Section 1.401(k)-2(a)(6)(v) to take Qualified Matching
Contributions into account under the ADP test (rather than the ACP test).





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ARTICLE VI

ADJUSTMENT TO ADP TEST





	6.1	 	Distribution of Income attributable to Excess Contributions. Distributions of Excess
Contributions must be adjusted for income (gain or loss), including an adjustment for income
for the period between the end of the Plan Year and the date of the distribution (the “gap
period”). The Administrator has the discretion to determine and allocate income using any of
the methods set forth below:






	 	(a)	 	Reasonable method of allocating income. The Administrator may use any
reasonable method for computing the income allocable to Excess Contributions, provided
that the method does not violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for the Plan Year, and
is used by the Plan for allocating income to Participant’s accounts. A Plan will not
fail to use a reasonable method for computing the income allocable to Excess
Contributions merely because the income allocable to Excess Contributions is determined
on a date that is no more than seven (7) days before the distribution.
	 
	 	(b)	 	Alternative method of allocating income. The Administrator may allocate
income to Excess Contributions for the Plan Year by multiplying the income for the Plan
Year allocable to the Elective Contributions and other amounts taken into account under
the ADP test (including contributions made for the Plan Year), by a fraction, the
numerator of which is the Excess Contributions for the Employee for the Plan Year, and
the denominator of which is the sum of the:






	 	(1)	 	Account balance attributable to Elective Contributions and
other amounts taken into account under the ADP test as of the beginning of the
Plan Year, and
	 
	 	(2)	 	Any additional amount of such contributions made for the Plan
Year.






	 	(c)	 	Safe harbor method of allocating gap period income. The Administrator
may use the safe harbor method in this paragraph to determine income on Excess
Contributions for the gap period. Under this safe harbor method, income on Excess
Contributions for the gap period is equal to ten percent (10%) of the income allocable
to Excess Contributions for the Plan Year that would be determined under paragraph (b)
above, multiplied by the number of calendar months that have elapsed since the end of
the Plan Year. For purposes of calculating the number of calendar months that have
elapsed under the safe harbor method, a corrective distribution that is made on or
before the fifteenth (15th) day of a month is treated as made on the last day of the
preceding month and a distribution made after the fifteenth day of a month is treated
as made on the last day of the month.
	 
	 	(d)	 	Alternative method for allocating Plan Year and gap period income. The
Administrator may determine the income for the aggregate of the Plan Year and the gap
period, by applying the alternative method provided by paragraph (b) above to this
aggregate period. This is accomplished by (1) substituting the income for the Plan Year
and the gap period, for the income for the Plan Year, and (2) substituting the amounts
taken into account under the ADP test for the Plan Year and the gap period, for the
amounts taken into account under the ADP test for the Plan Year in determining the
fraction that is multiplied by that income.





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	6.2	 	Corrective contributions. If a failed ADP test is to be corrected by making an
Employer contribution, then the provisions of the Plan for the corrective contributions shall
be applied by limiting the contribution made on behalf of any NHCE pursuant to such provisions
to an amount that does not exceed the targeted contribution limits of Section 5.1 of this
Amendment, or in the case of a corrective contribution that is a Qualified Matching
Contribution, the targeted contribution limit of Section 7.1 of this Amendment.





ARTICLE VII

ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST





	7.1	 	Targeted matching contribution limit. A matching contribution with respect to an
Elective Contribution for a Plan Year is not taken into account under the Actual Contribution
Percentage (ACP) test for an NHCE to the extent it exceeds the greatest of:






	 	(a)	 	five percent (5%) of the NHCE’s Code Section 414(s) compensation for the Plan
Year;
	 
	 	(b)	 	the NHCE’s Elective Contributions for the Plan Year; and
	 
	 	(c)	 	the product of two (2) times the Plan’s “representative matching rate” and the
NHCE’s Elective Contributions for the Plan Year.






For purposes of this Section, the Plan’s “representative matching rate” is the lowest
“matching rate” for any eligible NHCE among a group of NHCEs that consists of half of all
eligible NHCEs in the Plan for the Plan Year who make Elective Contributions for the Plan
Year (or, if greater, the lowest “matching rate” for all eligible NHCEs in the Plan who are
employed by the Employer on the last day of the Plan Year and who make Elective
Contributions for the Plan Year).




For purposes of this Section, the “matching rate” for an Employee generally is the matching
contributions made for such Employee divided by the Employee’s Elective Contributions for
the Plan Year. If the matching rate is not the same for all levels of Elective Contributions
for an Employee, then the Employee’s “matching rate” is determined assuming that an
Employee’s Elective Contributions are equal to six percent (6%) of Code Section 414(s)
compensation.




If the Plan provides a match with respect to the sum of the Employee’s after-tax Employee
contributions and Elective Contributions, then for purposes of this Section, that sum is
substituted for the amount of the Employee’s Elective Contributions in subsections (b) & (c)
above and in determining the “matching rate,” and Employees who make either after-tax
Employee contributions or Elective Contributions are taken into account in determining the
Plan’s “representative matching rate.” Similarly, if the Plan provides a match with respect
to the Employee’s after-tax Employee contributions, but not Elective Contributions, then for
purposes of this subsection, the Employee’s after-tax Employee contributions are substituted
for the amount of the Employee’s Elective Contributions in subsections (b) & (c) above and
in determining the “matching rate,” and Employees who make after-tax Employee contributions
are taken into account in determining the Plan’s “representative matching rate.”




	7.2	 	Targeted QNEC limit. Qualified Nonelective Contributions (as defined in Regulation
Section 1.401(k)-6) cannot be taken into account under the Actual Contribution Percentage
(ACP) test for a Plan Year for an NHCE to the extent such contributions exceed the product of
that NHCE’s Code Section 414(s) compensation and the greater of five percent (5%) or two (2)
times the Plan’s “representative contribution rate.” Any Qualified Nonelective Contribution
taken into account





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	 	 	under an Actual Deferral Percentage (ADP) test under Regulation Section 1.401(k)-2(a)(6)
(including the determination of the “representative contribution rate” for purposes of
Regulation Section 1.401(k)-2(a)(6)(iv)(B)) is not permitted to be taken into account for
purposes of this Section (including the determination of the “representative contribution
rate” for purposes of subsection (a) below). For purposes of this Section:






	 	(a)	 	The Plan’s “representative contribution rate” is the lowest “applicable
contribution rate” of any eligible NHCE among a group of eligible NHCEs that consists
of half of all eligible NHCEs for the Plan Year (or, if greater, the lowest “applicable
contribution rate” of any eligible NHCE who is in the group of all eligible NHCEs for
the Plan Year and who is employed by the Employer on the last day of the Plan Year),
and
	 
	 	(b)	 	The “applicable contribution rate” for an eligible NHCE is the sum of the
matching contributions (as defined in Regulation Section 1.401(m)-1(a)(2)) taken into
account in determining the ACR for the eligible NHCE for the Plan Year and the
Qualified Nonelective Contributions made for that NHCE for the Plan Year, divided by
that NHCE’s Code Section 414(s) compensation for the Plan Year.






Notwithstanding the above, Qualified Nonelective Contributions that are made in connection
with an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46 Stat.
1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286,
or similar legislation can be taken into account for a Plan Year for an NHCE to the extent
such contributions do not exceed 10 percent (10%) of that NHCE’s Code Section 414(s)
compensation.




	7.3	 	ACR of HCE if multiple plans. The Actual Contribution Ratio (ACR) for any Participant
who is a Highly Compensated Employee (HCE) and who is eligible to have matching contributions
or after-tax Employee contributions allocated to his or her account under two (2) or more
plans described in Code Section 401(a), or arrangements described in Code Section 401(k) that
are maintained by the same Employer, shall be determined as if the total of such contributions
was made under each plan and arrangement. If an HCE participates in two (2) or more such plans
or arrangements that have different plan years, then all matching contributions and after-tax
Employee contributions made during the Plan Year being tested under all such plans and
arrangements shall be aggregated, without regard to the plan years of the other plans. For
plan years beginning before the effective date of this Amendment, all such plans and
arrangements ending with or within the same calendar year shall be treated as a single plan or
arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under the Regulations of Code Section 401(m).
	 
	7.4	 	Plans using different testing methods for the ACP and ADP test. Except as otherwise
provided in this Section, the Plan may use the current year testing method or prior year
testing method for the ACP test for a Plan Year without regard to whether the current year
testing method or prior year testing method is used for the ADP test for that Plan Year.
However, if different testing methods are used, then the Plan cannot use:






	 	(a)	 	The recharacterization method of Regulation Section 1.401(k)-2(b)(3) to correct
excess contributions for a Plan Year;
	 
	 	(b)	 	The rules of Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
Contributions into account under the ACP test (rather than the ADP test); or
	 
	 	(c)	 	The rules of Regulation Section 1.401(k)-2(a)(6) to take Qualified Matching
Contributions into account under the ADP test (rather than the ACP test).





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ARTICLE VIII

ADJUSTMENT TO ACP TEST





	8.1	 	Distribution of Income attributable to Excess Aggregate Contributions. Distributions
of Excess Aggregate Contributions must be adjusted for income (gain or loss), including an
adjustment for income for the period between the end of the Plan Year and the date of the
distribution (the “gap period”). For the purpose of this Section, “income” shall be determined
and allocated in accordance with the provisions of Section 6.1 of this Amendment, except that
such Section shall be applied by substituting “Excess Contributions” with “Excess Aggregate
Contributions” and by substituting amounts taken into account under the ACP test for amounts
taken into account under the ADP test.
	 
	8.2	 	Corrective contributions. If a failed ACP test is to be corrected by making an
Employer contribution, then the provisions of the Plan for the corrective contributions shall
be applied by limiting the contribution made on behalf of any NHCE pursuant to such provisions
to an amount that does not exceed the targeted contribution limits of Sections 7.1 and 7.2 of
this Amendment.





ARTICLE IX

SAFE HARBOR PLAN PROVISIONS





	9.1	 	Applicability. The provisions of this Article IX apply if the Plan uses the
alternative method of satisfying the Actual Deferral Percentage (ADP) test set forth in Code
Section 401(k)(12) (ADP Test Safe Harbor) and/or the Actual Contribution Percentage (ACP) test
set forth in Code Section 401(m)(11) (ACP Test Safe Harbor).
	 
	9.2	 	Elimination of conditions on matching contributions. Unless otherwise provided in
Section 2.2 of this Amendment, the provisions of subsection (a) below shall apply. However, if
the Employer so elects in Section 2.2 of this Amendment, then the provisions of subsection (b)
or (c) below shall apply.






	 	(a)	 	Default provision. If, prior to the date this Amendment has been executed, an
ADP Test Safe Harbor notice has been given for a Plan Year for which this Amendment is
effective (see Amendment Section 1.1) and such notice provides that there are no
allocation conditions imposed on any matching contributions under the Plan, then (1)
the Plan will be an ACP Test Safe Harbor plan, provided the ACP Test Safe Harbor
requirements are met and (2) the Plan will not impose any allocation conditions on
matching contributions. However, if, prior to the date this Amendment has been
executed, an ADP Test Safe Harbor notice has been given for a Plan Year for which this
Amendment is effective and such notice provides that there are allocation conditions
imposed on any matching contributions under the Plan, then the provisions of this
Amendment do not modify any such allocation conditions or provisions for that Plan Year
and the Plan must satisfy the ACP Test for such Plan Year using the current year
testing method. With respect to any Plan Year beginning after the date this Amendment
has been executed, if the Plan uses the ADP Test Safe Harbor and provides for matching
contributions, then (1) the Plan will be an ACP Test Safe Harbor plan, provided the ACP
Test Safe Harbor requirements are met and (2) the Plan will not impose any allocation
conditions on matching contributions.





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	 	(b)	 	Retention of allocation conditions. If the Employer so elects in Section
2.2 of this Amendment, then the Plan will retain any allocation conditions contained in
the Plan with regard to matching contributions for any Plan Year for which this
Amendment is effective. In that case, the Plan must satisfy the ACP Test for each such
Plan Year.
	 
	 	(c)	 	Elimination of allocation conditions. If the Employer so elects in
Section 2.2 of this Amendment, then (1) the Plan will be an ACP Test Safe Harbor plan,
provided the ACP Test Safe Harbor requirements are met, and (2) the Plan will not
impose any allocation conditions on matching contributions.






	9.3	 	Matching Catch-up contributions. If the Plan provides for ADP Test Safe Harbor
matching contributions or ACP Test Safe Harbor matching contributions, then catch-up
contributions (as defined in Code Section 414(v)) will be taken into account in applying such
matching contributions under the Plan.
	 
	9.4	 	Plan Year requirement. Except as provided in Regulation Sections 1.401(k)-3(e) and
1.401(k)-3(f), and below, the Plan will fail to satisfy the requirements of Code Section
401(k)(12) and this Section for a Plan Year unless such provisions remain in effect for an
entire twelve (12) month Plan Year.
	 
	9.5	 	Change of Plan Year. If a Plan has a short Plan Year as a result of changing its Plan
Year, then the Plan will not fail to satisfy the requirements of Section 9.4 of this Amendment
merely because the Plan Year has less than twelve (12) months, provided that:






	 	(a)	 	The Plan satisfied the ADP Test Safe Harbor and/or ACP Test Safe Harbor
requirements for the immediately preceding Plan Year; and
	 
	 	(b)	 	The Plan satisfies the ADP Test Safe Harbor and/or ACP Test Safe Harbor
requirements (determined without regard to Regulation Section 1.401(k)-3(g)) for the
immediately following Plan Year (or for the immediately following twelve (12) months if
the immediately following Plan Year is less than twelve (12) months).






	9.6	 	Timing of matching contributions. If the ADP Test Safe Harbor contribution being made
to the Plan is a matching contribution (or any ACP Test Safe Harbor matching contribution)
that is made separately with respect to each payroll period (or with respect to all payroll
periods ending with or within each month or quarter of a Plan Year) taken into account under
the Plan for the Plan Year, then safe harbor matching contributions with respect to any
elective deferrals and/or after-tax employee contributions made during a Plan Year quarter
must be contributed to the Plan by the last day of the immediately following Plan Year
quarter.
	 
	9.7	 	Exiting safe harbor matching. The Employer may amend the Plan during a Plan Year to
reduce or eliminate prospectively any or all matching contributions under the Plan (including
any ADP Test Safe Harbor matching contributions) provided: (a) the Plan Administrator provides
a supplemental notice to the Participants which explains the consequences of the amendment,
specifies the amendment’s effective date, and informs Participants that they will have a
reasonable opportunity to modify their cash or deferred elections and, if applicable,
after-tax Employee contribution elections; (b) Participants have a reasonable opportunity
(including a reasonable period after receipt of the supplemental notice) prior to the
effective date of the amendment to modify their cash or deferred elections and, if applicable,
after-tax Employee contribution elections; and (c) the amendment is not effective earlier than
the later of: (i) thirty (30) days after the Plan Administrator gives supplemental notice; or
(ii) the date the Employer adopts the amendment. An Employer which amends its Plan to
eliminate or reduce any matching
contribution under this Section, effective during the Plan Year, must continue to apply all
of the 





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	 	 	ADP Test Safe Harbor and/or ACP Test Safe Harbor requirements of the Plan until the
amendment becomes effective and also must apply for the entire Plan Year, using current year
testing, the ADP test and the ACP test.






	9.8	 	Plan termination. An Employer may terminate the Plan during a Plan Year in accordance
with Plan termination provisions of the Plan and this Section.






	 	(a)	 	Acquisition/disposition or substantial business hardship. If the
Employer terminates the Plan resulting in a short Plan Year, and the termination is on
account of an acquisition or disposition transaction described in Code Section
410(b)(6)(C), or if the termination is on account of the Employer’s substantial
business hardship within the meaning of Code Section 412(d), then the Plan remains an
ADP Test Safe Harbor and/or ACP Test Safe Harbor Plan provided that the Employer
satisfies the ADP Test Safe Harbor and/or ACP Test Safe Harbor provisions through the
effective date of the Plan termination.
	 
	 	(b)	 	Other termination. If the Employer terminates the Plan for any reason
other than as described in Section 9.7(a) above, and the termination results in a short
Plan Year, the Employer must conduct the termination under the provisions of Section
9.7 above, except that the Employer need not provide Participants with the right to
change their cash or deferred elections.





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Except with respect to any election made by the Employer in Article II, the prototype sponsor, on
behalf of all adopting employers, herby adopts this Amendment on:

December 4, 2006.



Sponsor
Name: Wachovia Bank, N.A.          



By: /s/
Thomas M. Stack          




NOTE: The Employer only needs to execute this Amendment if an election has been made in Article II
of this Amendment.



This Amendment has been executed this                      day of                                         ,                     .



Name of Plan:                                                                



Name of Employer:                                                       



By:                                                                                 

                    EMPLOYER




©
2006


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