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|EXHIBIT 10.12.1, DOCUMENT 1 OF 3, State Bank of Long Island 401(k)
 Retirement Plan and Trust, as amended, Basic Plan, as amended
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|PRUDENTIAL RETIREMENT                                                                                                            
|DEFINED CONTRIBUTION PROTOTYPE AND VOLUME
 SUBMITTER PLAN AND TRUST AGREEMENT                                                    
|                                                                                                                                 
|                                                                                                                                 

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Defined Contribution
Prototype and Volume Submitter Plan

|                                                 |                                                                                 |  |   
|------------------------------------------------ | ------------------------------------------------------------------------------- |  | --
|ARTICLE I,
 DEFINITIONS                          |                                                                                 | 
|1.01                                             | Account                                                                         |  | 1 
|1.02                                             | Account
 Balance or Accrued Benefit                                             |  | 1 
|1.03                                             | Accounting
 Date                                                                |  | 1 
|1.04                                             | Adoption
 Agreement                                                             |  | 1 
|1.05                                             | Advisory
 Letter                                                                |  | 1 
|1.06                                             | Annuity
 Contract                                                               |  | 1 
|1.07                                             | Appendix                                                                        |  | 1 
|1.08                                             | Applicable
 Law                                                                 |  | 2 
|1.09                                             | Beneficiary                                                                     |  | 2 
|1.10                                             | Code                                                                            |  | 2 
|1.11                                             | Compensation                                                                    |  | 2 
|1.12                                             | Contribution
 Types                                                             |  | 4 
|1.13                                             | Defined
 Contribution Plan                                                      |  | 4 
|1.14                                             | Defined
 Benefit Plan                                                           |  | 4 
|1.15                                             | Disability                                                                      |  | 4 
|1.16                                             | Designated
 IRA Contribution                                                    |  | 4 
|1.17                                             | DOL                                                                             |  | 4 
|1.18                                             | Earnings                                                                        |  | 4 
|1.19                                             | Effective
 Date                                                                 |  | 4 
|1.20                                             | Elective
 Deferrals                                                             |  | 5 
|1.21                                             | Employee                                                                        |  | 5 
|1.22                                             | Employee
 Contribution and DECs                                                 |  | 6 
|1.23                                             | Employer                                                                        |  | 6 
|1.24                                             | Employer
 Contribution                                                          |  | 7 
|1.25                                             | Entry Date                                                                      |  | 7 
|1.26                                             | EPCRS                                                                           |  | 7 
|1.27                                             | ERISA                                                                           |  | 7 
|1.28                                             | Final 401(k)
 Regulations Effective Date                                        |  | 7 
|1.29                                             | 401(k) Plan                                                                     |  | 7 
|1.30                                             | 401(m) Plan                                                                     |  | 7 
|1.31                                             | Hour of
 Service                                                                |  | 7 
|1.32                                             | IRS                                                                             |  | 8 
|1.33                                             | Limitation
 Year                                                                |  | 8 
|1.34                                             | Matching
 Contribution                                                          |  | 8 
|1.35                                             | Money
 Purchase Pension Plan/Money Purchase Pension Contribution                |  | 9 
|1.36                                             | Named
 Fiduciary                                                                |  | 9 
|1.37                                             | Nonelective
 Contribution                                                       |  | 9 
|1.38                                             | Opinion
 Letter                                                                 |  | 9 
|1.39                                             | Participant                                                                     |  | 9 
|1.40                                             | Plan                                                                            |  | 9 
|1.41                                             | Plan
 Administrator                                                             |  | 10
|1.42                                             | Plan Year                                                                       |  | 10
|1.43                                             | Practitioner                                                                    |  | 10
|1.44                                             | Predecessor
 Employer/Predecessor Plan                                          |  | 10
|1.45                                             | Prevailing
 Wage Contract/Contribution                                          |  | 10
|1.46                                             | Profit
 Sharing Plan                                                            |  | 10
|1.47                                             | Protected
 Benefit                                                              |  | 10
|1.48                                             | Prototype
 Plan/Master Plan (M&P Plan)                                          |  | 10
|1.49                                             | QDRO                                                                            |  | 10
|1.50                                             | Qualified
 Military Service                                                     |  | 10
|1.51                                             | Restated
 Plan                                                                  |  | 10
|1.52                                             | Rollover
 Contribution                                                          |  | 10
|1.53                                             | Safe Harbor
 Contribution                                                       |  | 10
|1.54                                             | Salary
 Reduction Agreement                                                     |  | 10
|1.55                                             | Separation
 from Service/Severance from Employment                              |  | 11
|1.56                                             | Service                                                                         |  | 11
|1.57                                             | SIMPLE
 Contribution                                                            |  | 11
|1.58                                             | Sponsor                                                                         |  | 11
|1.59                                             | Successor
 Plan                                                                 |  | 11
|1.60                                             | Target
 Benefit Plan/Target Benefit Contribution                                |  | 11
|1.61                                             | Taxable Year                                                                    |  | 11
|1.62                                             | Transfer                                                                        |  | 11
|1.63                                             | Trust                                                                           |  | 11
|1.64                                             | Trust Fund                                                                      |  | 11
|1.65                                             | Trustee/Custodian                                                               |  | 11
|1.66                                             | Valuation
 Date                                                                 |  | 11
|1.67                                             | Vested                                                                          |  | 11
|1.68                                             | USERRA                                                                          |  | 11
|1.69                                             | Volume
 Submitter Plan                                                          |  | 12
|ARTICLE II,
 ELIGIBILITY AND PARTICIPATION       |                                                                                 | 
|2.01                                             | Eligibility                                                                     |  | 13
|2.02                                             | Application
 of Service Conditions                                              |  | 13
|2.03                                             | Break in
 Service - Participation                                               |  | 14
|2.04                                             | Participation
 upon Re-employment                                               |  | 15
|2.05                                             | Change in
 Employment Status                                                    |  | 15
|2.06                                             | Participation
 Opt-Out                                                          |  | 15
|ARTICLE III,
 PLAN CONTRIBUTIONS AND FORFEITURES |                                                                                 | 
|3.01                                             | Contribution
 Types                                                             |  | 16
|3.02                                             | Elective
 Deferrals                                                             |  | 16
|3.03                                             | Matching
 Contributions                                                         |  | 18
|3.04                                             | Nonelective/Employer
 Contributions                                             |  | 19
|3.05                                             | Safe Harbor
 401(k) Contributions                                               |  | 23
|3.06                                             | Allocation
 Conditions                                                          |  | 28
|3.07                                             | Forfeiture
 Allocation                                                          |  | 29
|3.08                                             | Rollover
 Contributions                                                         |  | 31
|3.09                                             | Employee
 Contributions                                                         |  | 31
|3.10                                             | Simple
 401(k) Contributions                                                    |  | 31
|3.11                                             | USERRA
 Contributions                                                           |  | 32
|3.12                                             | Designated
 IRA Contributions                                                   |  | 33
|3.13                                             | Deductible
 Employee Contributions (DECs)                                       |  | 35
|ARTICLE IV,
 LIMITATIONS AND TESTING             |                                                                                 | 
|4.01                                             | Annual
 Additions Limit - No Other Plans                                        |  | 36
|4.02                                             | Annual
 Additions Limit - Other 415 Aggregated Plans                            |  | 37
|4.03                                             | Other
 Defined Contribution Plans Limitation                                    |  | 37
|4.04                                             | No Combined
 DCP/DBP Limitation                                                 |  | 37
|4.05                                             | Definitions:
 Sections 4.01-4.04                                                |  | 37
|4.06                                             | Annual
 Testing Elections                                                       |  | 38
|4.07                                             | Testing
 Based On Benefits                                                      |  | 39
|4.08                                             | Amendment To
 Pass Testing                                                      |  | 40
|4.09                                             | Application
 Of Compensation Limit                                              |  | 40
|4.10                                             | 401(k)
 Testing                                                                 |  | 40
|ARTICLE V,
 VESTING                              |                                                                                 | 
|5.01                                             | Normal/Early
 Retirement Age                                                    |  | 49
|5.02                                             | Participant
 Death or Disability                                                |  | 49
|5.03                                             | Vesting
 Schedule                                                               |  | 49
|5.04                                             | Cash-Out
 Distribution/Possible Restoration                                     |  | 50
|5.05                                             | Year of
 Service - Vesting                                                      |  | 51
|5.06                                             | Break in
 Service and Forfeiture Break in Service - Vesting                     |  | 52
|5.07                                             | Forfeiture
 Occurs                                                              |  | 52
|5.08                                             | Amendment to
 Vesting Schedule                                                  |  | 52
|ARTICLE VI,
 DISTRIBUTIONS                       |                                                                                 | 
|6.01                                             | Timing of
 Distribution                                                         |  | 54
|6.02                                             | Required
 Minimum Distributions                                                 |  | 57
|6.03                                             | Post-Separation
 (Severance), Lifetime RMD and Beneficiary Distribution Methods |  | 59
|6.04                                             | Annuity
 Distributions to Participants and to Surviving Spouses                 |  | 61
|6.05                                             | QDRO
 Distributions                                                             |  | 63
|6.06                                             | Defaulted
 Loan - Timing of Offset                                              |  | 63
|6.07                                             | Hardship
 Distribution                                                          |  | 63
|6.08                                             | Direct
 Rollover of Eligible Rollover Distributions                             |  | 65
|6.09                                             | Replacement
 of $5,000 Amount                                                   |  | 66

| |   |                                       
| | - | --------------------------------------
| | i | © Copyright 2008 PRUDENTIAL RETIREMENT

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Defined
Contribution Prototype and Volume Submitter Plan

|                                                                    |                                                               |  |   
|------------------------------------------------------------------- | ------------------------------------------------------------- |  | --
|6.10                                                                | TEFRA
 Elections                                              |  | 66
|ARTICLE VII,
 ADMINISTRATIVE PROVISIONS                             |                                                               | 
|7.01                                                                | Employer
 Administrative Provisions                           |  | 67
|7.02                                                                | Plan
 Administrator                                           |  | 67
|7.03                                                                | Direction of
 Investment                                      |  | 68
|7.04                                                                | Account
 Administration, Valuation and Expenses               |  | 69
|7.05                                                                | Participant
 Administrative Provisions                        |  | 72
|7.06                                                                | Plan Loans                                                    |  | 73
|7.07                                                                | Lost
 Participants                                            |  | 74
|7.08                                                                | Plan
 Correction                                              |  | 75
|7.09                                                                | Prototype/Volume
 Submitter Plan Status                       |  | 75
|7.10                                                                | Plan
 Communications, Interpretation, and Construction        |  | 75
|ARTICLE
 VIII, TRUSTEE AND CUSTODIAN, POWERS AND DUTIES             |                                                               | 
|8.01                                                                | Acceptance                                                    |  | 77
|8.02                                                                | Investment
 Powers and Duties                                 |  | 77
|8.03                                                                | Named
 Fiduciary                                              |  | 80
|8.04                                                                | Distribution
 of Cash or Property                             |  | 80
|8.05                                                                | Trustee/Custodian
 Fees and Expenses                          |  | 80
|8.06                                                                | Third Party
 Reliance                                         |  | 80
|8.07                                                                | Appointment
 of Ancillary Trustee or Independent Fiduciary    |  | 81
|8.08                                                                | Resignation
 and Removal                                      |  | 81
|8.09                                                                | Investment
 In Group Trust Fund                               |  | 82
|8.10                                                                | Combining
 Trusts of Employers Plans                         |  | 82
|8.11                                                                | Amendment/Substitution
 of Trust                              |  | 82
|ARTICLE IX,
 PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY |                                                               | 
|9.01                                                                | Insurance
 Benefit                                            |  | 83
|9.02                                                                | Insurance
 Benefit                                            |  | 83
|9.03                                                                | Disposition
 of Life Insurance Protection                     |  | 83
|9.04                                                                | Dividends                                                     |  | 83
|9.05                                                                | Limitations
 On Insurance Company Duties                      |  | 83
|9.06                                                                | Records/Information                                           |  | 84
|9.07                                                                | Conflict
 With Plan                                           |  | 84
|9.08                                                                | Appendix B
 Override                                          |  | 84
|9.09                                                                | Definitions                                                   |  | 84
|ARTICLE X,
 TOP-HEAVY PROVISIONS                                    |                                                               | 
|10.01                                                               | Determination
 of Top-Heavy Status                            |  | 85
|10.02                                                               | Top-Heavy
 Minimum Allocation                                 |  | 85
|10.03                                                               | Plan Which
 Will Satisfy Top-Heavy                            |  | 85
|10.04                                                               | Top-Heavy
 Vesting                                            |  | 86
|10.05                                                               | Safe
 Harbor/Simple Plan Exemption                            |  | 86
|10.06                                                               | Definitions                                                   |  | 86
|ARTICLE XI,
 EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION          |                                                               | 
|11.01                                                               | Exclusive
 Benefit                                            |  | 88
|11.02                                                               | Amendment by
 Employer                                        |  | 88
|11.03                                                               | Amendment by
 Prototype Sponsor/Volume Submitter Practitioner |  | 89
|11.04                                                               | Frozen Plan                                                   |  | 89
|11.05                                                               | Plan
 Termination                                             |  | 90
|11.06                                                               | Merger/Direct
 Transfer                                       |  | 91
|ARTICLE XII,
 Multiple Employer Plan [Volume Submitter Only]        |                                                               | 
|12.01                                                               | Election/Overriding
 Effect                                   |  | 92
|12.02                                                               | Definitions                                                   |  | 92
|12.03                                                               | Participating
 Employer Elections                             |  | 92
|12.04                                                               | HCE Status                                                    |  | 92
|12.05                                                               | Testing                                                       |  | 92
|12.06                                                               | Top-Heavy                                                     |  | 93
|12.07                                                               | Compensation                                                  |  | 93
|12.08                                                               | Service                                                       |  | 93
|12.09                                                               | Required
 Minimum Distributions                               |  | 93
|12.10                                                               | Cooperation
 and Indemnification                              |  | 93
|12.11                                                               | PEO
 Transition Rules                                         |  | 93
|12.12                                                               | Involuntary
 Termination                                      |  | 94
|12.13                                                               | Voluntary
 Termination                                        |  | 95

|                                       |    | 
|-------------------------------------- | -- | 
|© Copyright 2008 PRUDENTIAL RETIREMENT | ii | 

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Defined Contribution Prototype and Volume
Submitter Plan

PRUDENTIAL RETIREMENT
DEFINED CONTRIBUTION PROTOTYPE AND VOLUME SUBMITTER PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 03

Prudential
Insurance Company,
in its capacity as Prototype Plan Sponsor or as Volume Submitter Practitioner,
establishes this Prototype Plan or this Volume Submitter Plan intended to
conform to and qualify under §401 and §501 of the Internal Revenue Code of
1986, as amended. An Employer establishes a Plan and Trust under this Prototype
Plan or this Volume Submitter Plan by executing an Adoption Agreement.

ARTICLE I
DEFINITIONS

1.01 Account. Account means the separate
Account(s) which the Plan Administrator or the Trustee maintains under the Plan
for a Participant.

1.02 Account Balance or Accrued Benefit. Account
Balance or Accrued Benefit means the amount of a Participants Account(s) as of
any relevant date derived from Plan contributions and from Earnings.

1.03 Accounting Date. Accounting Date means the
last day of the Plan Year. The Plan Administrator will allocate Employer
Contributions and forfeitures for a particular Plan Year as of the Accounting
Date of that Plan Year, and on such other dates, if any, as the Plan
Administrator determines, consistent with the Plans allocation conditions and
other provisions.

1.04 Adoption Agreement. Adoption Agreement
means the document executed by each Employer adopting this Plan. References to
Adoption Agreement within this basic plan document are to the Adoption
Agreement as completed and executed by a particular Employer unless the context
clearly indicates otherwise. An adopting Employers Adoption Agreement and this
basic plan document together constitute a single Plan and Trust of the
Employer. Each elective provision of the Adoption Agreement corresponds (by its
parenthetical section reference) to the section of the Plan which grants the
election. All Section references within an Adoption Agreement are to the
basic plan document. All Election references within an Adoption Agreement are
Adoption Agreement references. The Employer or Plan Administrator to facilitate
Plan administration or to generate written policies or forms for use with the
Plan may maintain one or more administrative checklists as an attachment to the
Adoption Agreement or otherwise. Any such checklists are not part of the Plan.

(A) Prototype/Standardized Plan or
Nonstandardized Plan. Each Adoption Agreement offered
under this Prototype Plan is either a Nonstandardized Plan or a Standardized
Plan, as identified in that Adoption Agreement, under Rev. Proc 2005-16 §§4.10
and 4.11. The provisions of this Plan apply in the same manner to
Nonstandardized Plans and to Standardized Plans unless otherwise specified. If
the Employer maintains its Plan pursuant to a Nonstandardized Adoption
Agreement or a Standardized Adoption Agreement, the Plan is a Prototype Plan
and all provisions in this basic plan which expressly or by their context refer
to a Volume Submitter Plan are not applicable.

(B) Volume Submitter Adoption Agreement.
A Volume Submitter Adoption Agreement for purposes of this Volume Submitter
Plan is subject to the same provisions as apply to a Nonstandardized Plan,
except as the Plan or Volume Submitter Adoption Agreement otherwise indicates.
If the Employer maintains its Plan pursuant to a Volume Submitter Adoption
Agreement, the Plan is a Volume Submitter Plan and all provisions in this basic
plan which expressly or by their context refer to a Prototype Plan are not
applicable.

(C) Participation Agreement.
Participation Agreement, in the case of a Prototype Plan means the Adoption
Agreement page or pages executed by one or more Related Employers to become a
Participating Employer. In the case of a Volume Submitter Plan, Participation
Agreement means the Adoption Agreement page or pages executed by one or more
Related Employers or, in the case of a Multiple Employer Plan, by one or more
Employers which are not Related Employers (see Section 12.02(C)) to become a
Participating Employer.

1.05 Advisory Letter. Advisory Letter means an
IRS issued letter as to the acceptability in form of a Volume Submitter Plan as
defined in Section 13.03 of Rev. Proc. 2005-16.

1.06 Annuity Contract. Annuity Contract means an
annuity contract that the Trustee purchases with the Participants Vested
Account Balance. An Annuity Contract includes a QJSA, a QPSA and an Alternative
Annuity. If the Plan Administrator elects or is required to provide an Annuity
Contract, such annuity must be a Nontransferable Annuity and otherwise must
comply with the Plan terms.

(A) Annuity Starting Date.
A Participants Annuity Starting Date means the first day of the first period
for which the Plan pays an amount as an annuity or in any other form.

(B) Alternative Annuity.
See Section 6.03(A)(5).

(C) Nontransferable Annuity.
Nontransferable Annuity means an Annuity Contract which by its terms provides
that it may not be sold, assigned, discounted, pledged as collateral for a loan
or security for the performance of an obligation or for any purpose to any
person other than the insurance company. If the Plan distributes an Annuity
Contract, the Annuity Contract must be a Nontransferable Annuity.

(D) QJSA. See
Sections 6.04(A)(1) and (2).

(E) QPSA. See
Section 6.04(B)(1).

1.07 Appendix. Appendix means one of the
Appendices to an Adoption Agreement designated as A, B, C, or D which
are expressly authorized by the Plan and as part of the Plan, are covered by
the Advisory Letter or Opinion Letter.

| |   |                                       
| | - | --------------------------------------
| | 1 | © Copyright 2008 PRUDENTIAL RETIREMENT

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Defined Contribution Prototype and Volume
Submitter Plan

1.08 Applicable Law. Applicable Law means the
Code, ERISA, USERRA, Treasury, IRS and DOL regulations, rulings, notices, and
other written guidance, case law and any other applicable federal, state or
local law affecting the Plan and which is binding upon the Plan or upon which
the Employer, the Plan Administrator, the Trustee and other Plan fiduciaries
may rely in the operation, administration and management of the Plan and Trust.
If Applicable Law supersedes or modifies any authority the Plan specifically
references, the reference includes such Applicable Law.

1.09 Beneficiary. Beneficiary means a person
designated by a Participant, a Beneficiary or by the Plan who is or may become
entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a
benefit under the Plan remains a Beneficiary under the Plan until the Trustee
has fully distributed to the Beneficiary his/her Plan benefit. A Beneficiarys
right to (and the Plan Administrators or a Trustees duty to provide to the
Beneficiary) information or data concerning the Plan does not arise until the
Beneficiary first becomes entitled to receive a benefit under the Plan.

1.10 Code. Code means the Internal Revenue Code
of 1986, as amended and includes applicable Treasury regulations.

1.11 Compensation.

(A) Uses and Context.
Any reference in the Plan to Compensation is a reference to the definition in
this Section 1.11, unless the Plan reference, or the Employer in its Adoption
Agreement, modifies this definition. Except as the Plan otherwise specifically
provides, the Plan Administrator will take into account only Compensation
actually paid during (or as permitted under the Code, paid for) the relevant
period. A Compensation payment includes Compensation paid by the Employer
through another person under the common paymaster provisions in Code §§3121 and
3306. In the case of a Self-Employed Individual, Compensation means Earned
Income as defined in Section 1.11(J). However, if the Plan must use an
equivalent alternative compensation amount (pursuant to Treas. Reg. §1.414(s)-1(g)(1)(i)
or other Applicable Law) in performing nondiscrimination testing relating to
Matching Contributions, Nonelective Contributions and other Employer
Contributions (excluding Elective Deferrals), the Compensation of such
Self-Employed Individual will be limited to such equivalent alternative
compensation amount.

(B) Base Definitions and Modifications.
The Employer in its Adoption Agreement must elect one of the following base
definitions of Compensation: W-2 Wages, Code §3401(a) Wages, or 415 Compensation.
The Employer may elect a different base definition as to different Contribution
Types. The Employer in its Adoption Agreement may specify any modifications
thereto, for purposes of contribution allocations under Article III. If the
Employer fails to elect one of the above-referenced definitions, the Employer
is deemed to have elected the W-2 Wages definition.

(1) W-2 Wages. W-2 Wages means wages for
federal income tax withholding purposes, as defined under Code §3401(a), plus
all other payments to an Employee in the course of the Employers trade or
business, for which the Employer must furnish the Employee a written statement
under Code §§6041, 6051, and 6052, but determined without regard to any rules
that limit the remuneration included in wages based on the nature or location
of the employment or services performed (such as the exception for agricultural
labor in Code §3401(a)(2)). The Employer in Appendix B may elect to exclude
from W-2 Compensation certain Employer paid or reimbursed moving expenses as
described therein.

(2) Code §3401(a) Wages (income tax wage withholding).
Code §3401(a) Wages means wages within the meaning of Code §3401(a) for the
purposes of income tax withholding at the source, but determined without regard
to any rules that limit the remuneration included in wages based on the nature
or the location of the employment or the services performed (such as the
exception for agricultural labor in Code §3401(a)(2)).

(3) Code §415 Compensation (current income
definition/simplified compensation under Treas. Reg. §1.415-2(d)(10)
and Prop. Treas. Reg. §1.415(c)-2(d)(2)). Code §415 Compensation means the
Employees wages, salaries, fees for professional service and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid salespersons,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits and reimbursements or
other expense allowances under a nonaccountable plan as described in Treas.
Reg. §1.62-2(c)).

Code §415
Compensation does not include:

(a) Deferred compensation/SEP/SIMPLE.
Employer contributions (other than Elective Deferrals) to a plan of deferred
compensation (including a simplified employee pension plan under Code §408(k)
or to a simple retirement account under Code §408(p)) to the extent the
contributions are not included in the gross income of the Employee for the
Taxable Year in which contributed, and any distributions from a plan of
deferred compensation (whether or not qualified), regardless of whether such
amounts are includible in the gross income of the Employee when distributed.

(b) Option exercise. Amounts realized from
the exercise of a non-qualified stock option (an option other than a statutory
option under Treas. Reg. §1.421-1(b)), or when restricted stock or other
property held by an Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture under Code §83.

(c) Sale of option stock. Amounts realized
from the sale, exchange or other disposition of stock acquired under a
statutory stock option as defined under Treas. Reg. §1.421-1(b).

(d) Other amounts that receive special tax benefits.
Other amounts that receive special tax benefits, such as premiums for group
term life insurance (but only to the extent that the premiums are not
includible in the gross income of the Employee and are not salary reduction
amounts under Code §125).

|                                        |   | 
|--------------------------------------- | - | 
|© Copyright
 2008 PRUDENTIAL RETIREMENT | 2 | 

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Defined Contribution Prototype and Volume
Submitter Plan

(e) Other similar items. Other items of
remuneration which are similar to any of the items in Sections 1.11(B)(3)(a)
through (d).

(4) Alternative (general) 415 Compensation.
The Employer in Appendix B may elect to apply the 415 definition of
Compensation in Treas. Reg. §1.415-2(d)(1) and Prop. Treas. Reg.
§1.415(c)-2(a). Under this definition, Compensation means as defined in Section
1.11(B)(3) but with the addition of: (a) amounts described in Code §§104(a)(3),
105(a), or 105(h) but only to the extent that these amounts are includible in
Employees gross income; (b) amounts paid or reimbursed by the Employer for
moving expenses incurred by the Employee, but only to the extent that at the
time of payment it is reasonable to believe these amounts are not deductible by
the Employee under Code §217; (c) the value of a nonstatutory option (an option
other than a statutory option under Treas. Reg. §1.421-1(b)) granted by the
Employer to the an Employee, but only to the extent that the value of the
option is includible in the Employees gross income for the Taxable Year of the
grant; and (d) the amount includible in the Employees gross income upon the
Employees making of an election under Code §83(b). The Employer in Appendix B
also must elect whether to include as Compensation amounts received from a
nonqualified unfunded deferred compensation plan in the Taxable Year received
but only to extent includible in gross income.

(C) Deemed 125 Compensation.
Deemed 125 Compensation means, in the case of any definition of Compensation
which includes a reference to Code §125, amounts under a Code §125 plan of the
Employer that are not available to a Participant in cash in lieu of group
health coverage, because the Participant is unable to certify that he/she has
other health coverage. Compensation under this Section 1.11 does not include
Deemed 125 Compensation, unless the Employer in Appendix B elects to include Deemed
125 Compensation under this Section 1.11.

(D) Elective Deferrals.
Compensation under Section 1.11 includes Elective Deferrals unless the Employer
in its Adoption Agreement elects to exclude Elective Deferrals.

(E) Compensation Dollar Limitation.
For any Plan Year, the Plan Administrator in allocating contributions under
Article III or in testing the Plan for nondiscrimination, cannot take into
account more than $200,000 (or such larger or smaller amount as the
Commissioner of Internal Revenue may prescribe pursuant to an adjustment made
in the same manner as under Code §415(d)) of any Participants Compensation.
Notwithstanding the foregoing, an Employee under a 401(k) Plan may make
Elective Deferrals with respect to Compensation which exceeds the Plan Year
Compensation limitation, provided such Elective Deferrals otherwise satisfy the
Elective Deferral Limit and other applicable Plan limitations. In applying any
Plan limitation on the amount of Matching Contributions or any Plan limit on
Elective Deferrals which are subject to Matching Contributions, where such
limits are expressed as a percentage of Compensation, the Plan Administrator
may apply the Compensation limit under this Section 1.11(E) annually, even if
the Matching Contribution formula is applied on a per pay period basis or is
applied over any other time interval which is less than the full Plan Year or
the Plan Administrator may pro rate the Compensation limit.

(F) Nondiscrimination.
For purposes of determining whether the Plan discriminates in favor of HCEs,
Compensation means as the Plan Administrator operationally determines provided
that any such nondiscrimination testing definition which the Plan Administrator
applies must satisfy Code §414(s) and the regulations thereunder. For this purpose
the Plan Administrator may, but is not required, to apply for nondiscrimination
testing purposes the Plans allocation definition of Compensation under this
Section 1.11 or Annual Additions Limit definition of Compensation under Section
4.05(C). The Employers election in its Adoption Agreement relating to
Pre-Entry Compensation (to limit Compensation to Participating Compensation or
to include Plan Year Compensation) is nondiscriminatory.

(G) Excluded Compensation.
Excluded Compensation means such Compensation as the Employer in its Adoption
Agreement elects to exclude for purposes of this Section 1.11.

(H) Pre-Entry Compensation.
The Employer in its Adoption Agreement for allocation purposes must elect
Participating Compensation or Plan Year Compensation as to some or all
Contribution Types.

(1) Participating Compensation.
Participating Compensation for purposes of this Section 1.11 means Compensation
only for the period during the Plan Year in which the Participant is a
Participant in the overall Plan, or under the plan resulting from
disaggregation under the OEE or EP rules under Section 4.06(C)(1), or as to a
Contribution Type as applicable. If the Employer in its Adoption Agreement
elects Participating Compensation, the Employer will elect whether to apply the
election to all Contribution Types or only to particular Contribution Type(s).

(2) Plan Year Compensation. Plan Year
Compensation for purposes of this Section 1.11 means Compensation for a Plan
Year, including Compensation for any period prior to the Participants Entry
Date in the overall Plan or as to a Contribution Type as applicable. If the
Employer in its Adoption Agreement elects Plan Year Compensation, the Employer
will elect whether to apply the election to all Contribution Types or only to
particular Contribution Type(s).

(I) Post-Severance Compensation.
The Plan excludes Post-Severance Compensation unless the Employer in Appendix B
elects to include PostSeverance Compensation as described in this Section
1.11(I). If the Employer elects to include Post-Severance Compensation, the
Employer in Appendix B will specify the Effective Date thereof which for
purposes of 415 testing (or other testing requiring use of 415 Compensation)
cannot be earlier than January 1, 2005.

(1) Post-Severance Compensation under Proposed 415
Regulations.

(a) Payment timing. PostSeverance
Compensation includes certain payments described below made after Severance
from Employment, and within 2 1/2 months following Severance from Employment
(whether paid in the same Plan or Limitation Year or paid in the Plan or
Limitation Year following the Severance from Employment). The Employer in
Appendix B also may elect (for allocation purposes only) to include amounts
which

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would be Post-Severance Compensation but for being paid after the time
limit described herein (except as to Elective Deferrals) or may elect to limit
Post-Severance Compensation to any lesser period of time.

(b)
Limitation as to type. Post-Severance Compensation
means: (i) Payments that, absent a Severance from Employment, would have been
paid to the Employee while the Employee continued in employment with the
Employer and which consist of regular compensation for services during the
Employees regular working hours or for services outside the Employees regular
working hours (such as overtime or shift differential), commissions, bonuses and
other similar compensation; and (ii) payments for bona fide sick, vacation or
other leave, but only if the Employee would have been able to use the leave if
employment had continued. The Employer in Appendix B may elect (for allocation
purposes only) to exclude certain of the above amounts which would be
Post-Severance Compensation.

(c) Exclusions. Post-Severance Compensation
under Section 1.11(I)(1) does not include any payment not described in Section
1.11(I)(1)(b) even if paid within the time period described in Section
1.11(I)(1)(a), including severance pay, unfunded non-qualified deferred
compensation or parachute payments under Code §280G(b)(2).

(2) Qualified Military Service.
Post-Severance Compensation includes (without regard to the timing requirement
of Section 1.11(I)(1)(a), including for Elective Deferrals) amounts paid to
individuals not currently performing Service for the Employer by reason of
Qualified Military Service, to the extent that those payments do not exceed
what the Employer would have paid to the Employee had the Employee not entered
Qualified Military Service. The Employer in Appendix B may elect (for
allocation purposes only) to exclude the above amounts from Post-Severance
Compensation.

(J) Earned Income.
Earned Income means net earnings from self-employment in the trade or business
with respect to which the Employer has established the Plan, provided personal
services of the Self-Employed Individual are a material income-producing
factor. Earned Income also includes gains and earnings (other than capital
gain) from the sale or licensing of property (other than goodwill) by the
individual who created that property, even if those gains would not ordinarily
be considered net earnings from self-employment. The Plan Administrator will
determine net earnings without regard to items excluded from gross income and
the deductions allocable to those items. The Plan Administrator will determine
net earnings after the deduction allowed to the Self-Employed Individual for
all contributions made by the Employer to a qualified plan and after the
deduction allowed to the Self-Employed Individual under Code §164(f) for
self-employment taxes.

(K) Deemed Disability Compensation.
The Plan does not include Deemed Disability Compensation under Code
§415(c)(3)(C) unless the Employer in Appendix B elects to include Deemed
Disability Compensation under this Section 1.11(K). Deemed Disability
Compensation is the Compensation the Participant would have received for the
year if the Participant were paid at the same rate as applied immediately prior
to Disability if such deemed compensation is greater than actual Compensation
as determined without regard to this Section 1.11(K). This Section 1.11(K)
applies only if the affected Participant is an NHCE immediately prior to
becoming disabled (or the Appendix B election provides for the continuation of
contributions on behalf of all such disabled participants for a fixed or
determinable period) and all contributions made with respect to Compensation
under this Section 1.11(K) are immediately Vested.

1.12 Contribution Types. Contribution Types
means the contribution types required or permitted under the Plan as the
Employer elects in its Adoption Agreement.

1.13 Defined Contribution Plan. Defined
Contribution Plan means a retirement plan which provides for an individual
account for each Participant and for benefits based solely on the amount
contributed to the Participants Account, and on any Earnings, expenses, and forfeitures
which the Plan Administrator may allocate to such Participants Account.

1.14 Defined Benefit Plan. Defined Benefit Plan
means a retirement plan which does not provide for individual accounts for
Employer contributions and which provides for payment of determinable benefits
in accordance with the plans formula.

1.15 Disability. Disability means, as the
Employer elects in its Adoption Agreement, the basic plan definition or an
alternative definition. A Participant who incurs a Disability is disabled.

(A) Basic Plan Definition.
Disability means the inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than twelve months. The permanence and degree
of such impairment must be supported by medical evidence.

(B) Alternative Definition.
The Employer in its Adoption Agreement may specify any alternative definition
of Disability which is not inconsistent with Applicable Law.

(C) Administration.
For purposes of this Plan, a Participant is disabled on the date the Plan
Administrator determines the Participant satisfies the definition of Disability.
The Plan Administrator may require a Participant to submit to a physical
examination in order to confirm the Participants Disability. The Plan
Administrator will apply the provisions of this Section 1.15 in a
nondiscriminatory, consistent, and uniform manner.

1.16 Designated IRA Contribution. Designated IRA
Contribution means a Participants IRA contribution to the Plan made in
accordance with the Adoption Agreement.

1.17 DOL. DOL means the U.S. Department of
Labor.

1.18 Earnings. Earnings means the net income,
gain or loss earned by a particular Account, by the Trust, or with respect to a
contribution or to a distribution, as the context requires.

1.19 Effective Date. The Effective Date of this
Plan is the date the Employer elects in its Adoption Agreement, but not earlier
that January 1, 2002. However, as to a particular provision or action taken by
any party pursuant to the Plan (such as a Plan amendment or termination, or the
giving of

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any notice), a different Effective Date may apply such as the basic
plan document may provide, as the Employer may elect in its Adoption Agreement,
in a Participation Agreement or in an Appendix, or as indicated in any other
document which evidences the action taken.

1.20 Elective Deferrals. Elective Deferrals
means a Participants Pre-Tax Deferrals, Roth Deferrals, Automatic Deferrals
and, as the context requires, Catch-Up Deferrals under the Plan, and which the
Employer contributes to the Plan at the Participants election (or
automatically) in lieu of cash compensation. As to other plans, elective
deferrals means amounts excludible from the Employees gross income under Code
§§125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457(b), and
includes amounts included in the Employees gross income under Code §402A, and
contributed by the Employer, at the Employees election, to a cafeteria plan, a
qualified transportation fringe benefit plan, a 401(k) plan, a SARSEP, a
tax-sheltered annuity, a SIMPLE plan or a Code §457(b) plan.

(A) Pre-Tax Deferral.
Pre-Tax Deferral means an Elective Deferral (including a Catch-Up Deferral or
an Automatic Deferral) which is not subject to income tax when made.

(B) Roth Deferral.
Roth Deferral means an Elective Deferral (including a Catch-Up Deferral or an
Automatic Deferral) which a Participant irrevocably designates as a Roth
Deferral under Code §402A at the time of deferral and which is subject to
income tax when made to the Plan. In the case of an Automatic Deferral, see
Section 3.02(B)(7).

(C) Automatic Deferral.
See Section 3.02(B)(1).

(D) Catch-Up Deferral.See
Section 3.02(D)(2).

1.21 Employee. Employee means any common law
employee, Self-Employed Individual, Leased Employee or other person the Code
treats as an employee of the Employer for purposes of the Employers qualified
plan. An Employee is either an Eligible Employee or an Excluded Employee. An
Employee is either an HCE or an NHCE.

(A) Self-Employed Individual.
Self-Employed Individual means an individual who has Earned Income (or who
would have had Earned Income but for the fact that the trade or business did
not have net profits) for the Taxable Year from the trade or business for which
the Plan is established.

(B) Leased Employee.
Leased Employee means an individual (who otherwise is not an Employee of the
Employer) who, pursuant to an agreement between the Employer and any other
person (the leasing organization), has performed services for the Employer (or
for the Employer and any persons related to the Employer within the meaning of
Code §144(a)(3)) on a substantially full-time basis for at least one year and
who performs such services under primary direction or control of the Employer
within the meaning of Code §414(n)(2). Except as described in Section
1.21(B)(1), a Leased Employee is an Employee for purposes of the Plan. However,
under a Nonstandardized Plan or under a Volume Submitter Plan, a Leased Employee
is an Excluded Employee unless the Employer in Appendix B elects not to treat
Leased Employees as Excluded Employees as to any or all Contribution Types.
Compensation in the case of an out-sourced worker who is an Employee or a
Leased Employee includes Compensation from the leasing organization which is
attributable to services performed for the Employer.

(1) Safe Harbor Plan Exception. A Leased
Employee is not an Employee for Plan purposes if the leasing organization
covers the employee in a safe harbor plan and, prior to application of this
safe harbor plan exception, 20% or fewer of the NHCEs, excluding those NHCEs
who do not satisfy the substantially full-time standard of Code
§414(n)(2)(B), are Leased Employees. A safe harbor plan is a Money Purchase
Pension Plan providing immediate participation, full and immediate vesting, and
a nonintegrated contribution formula equal to at least 10% of the employees
compensation, without regard to employment by the leasing organization on a specified
date. The safe harbor plan must determine the 10% contribution on the basis of
compensation as defined in Code §415(c)(3) including Elective Deferrals.

(2) Other Requirements. The Plan
Administrator must apply this Section 1.21 in a manner consistent with Code
§§414(n) and 414(o) and the regulations issued under those Code sections. The
Plan Administrator for 415 testing under Article IV, for satisfaction of the
Top-Heavy Minimum Allocation under Article X and otherwise as required under Applicable
Law will treat contributions or benefits provided to a Leased Employee under a
plan of the leasing organization, and which are attributable to services
performed by the Leased Employee for the Employer, as provided by the Employer.
However, the Employer will not offset (reduce) contributions to this Plan by
such contributions or benefits provided to the Leased Employee under the
leasing organizations plan unless the Employer in Appendix B elects to do so.

(C) Eligible Employee.
Eligible Employee means an Employee other than an Excluded Employee.

(D) Excluded Employee.
Excluded Employee means, as the Plan provides or as the Employer elects in its
Adoption Agreement, any Employee, or class or group of Employees, not eligible
to participate in the Plan, or as to any Contribution Type, as the context
requires.

(1) Collective Bargaining Employees. If the
Employer elects in its Adoption Agreement to exclude Collective Bargaining
Employees from eligibility to participate, the exclusion applies to any
Employee included in a unit of Employees covered by an agreement which the
Secretary of Labor finds to be a collective bargaining agreement between
employee representatives and one or more employers if: (a) retirement benefits
were the subject of good faith bargaining; and (b) two percent or fewer of the
employees covered by the agreement are professional employees as defined in
Treas. Reg. §1.410(b)-9, unless the collective bargaining agreement requires
the Employee to be included within the Plan. The term employee
representatives does not include any organization more than half the members
of which are owners, officers, or executives of the Employer.

(2) Nonresident Aliens. If the Employer
elects in its Adoption Agreement to exclude Nonresident Aliens from eligibility
to participate, the exclusion applies to any Nonresident Alien Employee who
does not receive any earned income, as defined in Code §911(d)(2), from the
Employer which constitutes United States source income, as defined in Code
§861(a)(3).

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(3) Reclassified Employees. A Reclassified
Employee under a Nonstandardized Plan or a Volume Submitter Plan is an Excluded
Employee unless the Employer in Appendix B elects: (a) to include all
Reclassified Employees as Eligible Employees; (b) to include one or more
categories of Reclassified Employees as Eligible Employees; or (c) to include
Reclassified Employees (or one or more groups of Reclassified Employees) as
Eligible Employees as to one or more Contribution Types. A Reclassified
Employee is any person the Employer does not treat as a common law employee or
as a self-employed individual (including, but not limited to, independent
contractors, persons the Employer pays outside of its payroll system and
out-sourced workers) for federal income tax withholding purposes under Code
§3401(a), irrespective of whether there is a binding determination that the
individual is an Employee or a Leased Employee of the Employer. Self-Employed
Individuals are not Reclassified Employees.

(4) Part-Time/Temporary/Seasonal Employees.
The Employer in its Adoption Agreement may elect to exclude any Employees who
it defines in the Adoption Agreement as part-time, temporary or seasonal
based on their regularly scheduled Service being less than a specified number
of Hours of Service during a relevant Eligibility Computation Period.
Notwithstanding any such exclusion, if the Part-Time, Temporary or Seasonal
Excluded Employee actually completes at least 1,000 Hours of Service in the
relevant Eligibility Computation Period, the affected Excluded Employee is no
longer an Excluded Employee and will enter the Plan on the next Entry Date following
completion of the Eligibility Computation Period in which he/she completed
1,000 Hours of Service, provided the Employee is employed by the Employer on
that Entry Date.

(E) HCE. HCE means a
highly compensated Employee, defined under Code §414(q) as an Employee who
satisfies one of Sections 1.21(E)(1) or (2) below.

(1) More than 5% owner. During the Plan
Year or during the preceding Plan Year, the Employee is a more than 5% owner of
the Employer (applying the constructive ownership rules of Code §318 as
modified by Code §416(i)(1)(B)(iii)(I), and applying the principles of Code
§318 as modified by Code §416(i)(1)(B)(iii)(I), for an unincorporated entity).

(2) Compensation Threshold. During the
preceding Plan Year (or in the case of a short Plan Year, the immediately
preceding 12 month period) the Employee had Compensation in excess of $80,000
(as adjusted for the relevant year by the Commissioner of Internal Revenue at
the same time and in the same manner as under Code §415(d), except that the
base period is the calendar quarter ending September 30, 1996) and, if the
Employer under its Adoption Agreement makes the top-paid group election, was
part of the top-paid 20% group of Employees (based on Compensation for the
preceding Plan Year).

(3) Compensation Definition. For purposes
of this Section 1.21(E), Compensation means Compensation as defined in
Section 4.05(C).

(4) Top-paid Group and Calendar Year Data.
The Plan Administrator must make the determination of who is an HCE, including
the determinations of the number and identity of the top-paid 20% group,
consistent with Code §414(q) and regulations issued under that Code section.
The Employer in its Adoption Agreement may make a calendar year data election
to determine the HCEs for the Plan Year, as prescribed by Treasury regulations
or by other guidance published in the Internal Revenue Bulletin. A calendar
year data election must apply to all plans of the Employer which reference the
HCE definition in Code §414(q). For purposes of this Section 1.21(E), if the
current Plan Year is the first year of the Plan, then the term preceding Plan
Year means the 12-consecutive month period immediately preceding the current
Plan Year.

(5) Highly compensated former employee. The
determination of highly compensated former employee status and the rules
applicable thereto are determined in accordance with Temporary Reg.
§1.414(q)-1T, A-4 and Notice 97-45.

(F) NHCE. NHCE means
a nonhighly compensated employee, which is any Employee who is not an HCE.

1.22 Employee Contribution and DECs. Employee
Contribution means a Participants after-tax contribution to the Trust and
which the Participant designates as an Employee Contribution at the time of
contribution. An Elective Deferral (Pre-Tax or Roth) is not an Employee
Contribution. A deductible employee contribution (DEC) means certain pre-1987
contributions described in Section 3.13.

1.23 Employer. Employer means each Signatory
Employer, Lead Employer, Related Employer, and Participating Employer as the
Plan indicates or as the context requires.

(A) Signatory Employer.
The Signatory Employer is the Employer who establishes a Plan under this
Prototype Plan or under this Volume Submitter Plan by executing an Adoption
Agreement. The Employer for purposes of acting as Plan Administrator, making
Plan amendments, restating the Plan, terminating the Plan or performing other
ERISA settlor functions, means the Signatory Employer and does not include any
Related Employer or Participating Employer. The Signatory Employer also may
terminate the participation in the Plan of any Participating Employer upon
written notice. The Signatory Employer will provide such notice not less than
30 days prior to the date of termination unless the Signatory Employer
determines that the interest of Plan Participants requires earlier termination.
See Article XII if the Plan is a Volume Submitter Plan and is a Multiple
Employer Plan.

(B) Lead Employer.
Lead Employer means the Signatory Employer under a Volume Submitter Plan which
is a Multiple Employer Plan. See Section 12.02(B).

(C) Related Group/Related Employer.
A Related Group is a controlled group of corporations (as defined in Code
§414(b)), trades or businesses (whether or not incorporated) which are under
common control (as defined in Code §414(c)), an affiliated service group (as
defined in Code §414(m)) or an arrangement otherwise described in Code §414(o).
Each Employer/member of the Related Group is a Related Employer. The term Employer
includes every Related Employer for purposes of crediting Service and Hours of
Service, determining Years of Service and Breaks in Service under Articles II
and V, determining Separation from

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Service, applying the coverage test under Code Section 410(b), applying
the Annual Additions Limit and nondiscrimination testing in Article IV,
applying the top-heavy rules and the minimum allocation requirements of Article
X, applying the definitions of Employee, HCE, Compensation (except as the
Employer may elect in its Adoption Agreement relating to allocations) and
Leased Employee, applying the safe harbor 401(k) provisions of Article III,
applying the SIMPLE 401(k) provisions of Article III and for any other purpose
the Code or the Plan require.

(D) Participating Employer.
Participating Employer means a Related Employer (to the Signatory Employer or
another Related Employer) which signs the Execution Page of the Adoption
Agreement or a Participation Agreement to the Adoption Agreement. Only a
Participating Employer (or Employees thereof) may contribute to the Plan. A
Participating Employer is an Employer for all purposes of the Plan except as
provided in Sections 1.23(A) or (B).

(1) Standardized/Nonstandardized Plan. If
the Employers Plan is a Standardized Plan, all Employees of the Employer or of
any Related Employer, are Eligible Employees, irrespective of whether the
Related Employer directly employing the Employee is a Participating Employer.
Notwithstanding the immediately preceding sentence, individuals who become
Employees of a Related Employer as a result of a transaction described in Code
§410(b)(6)(C) are Excluded Employees during the Plan Year in which such
transaction occurs nor in the following Plan Year, unless: (a) the Related
Employer which employs such Employees becomes during such period a
Participating Employer by executing a Participation Agreement to the Adoption
Agreement; or (b) as described under Applicable Law, the Plan benefits or
coverage change significantly during the transition period resulting in the
termination of the transition period. If the Plan is a Nonstandardized Plan,
the Employees of a Related Employer are Excluded Employees unless the Related
Employer is a Participating Employer.

(2) Volume Submitter/Multiple Employer Plan.
If Article XII applies, a Participating Employer includes an unrelated Employer
who executes a Participation Agreement. See Section 12.02(C).

1.24 Employer Contribution. Employer
Contribution means a Nonelective Contribution, a Matching Contribution, an
Elective Deferral, a Prevailing Wage Contribution, a Money Purchase Pension
Contribution or a Target Benefit Contribution, as the context may require.

1.25 Entry Date. Entry Date means the date(s)
the Employer elects in its Adoption Agreement upon which an Eligible Employee
who has satisfied the Plans eligibility conditions and who remains employed by
the Employer on the Entry Date, commences participation in the Plan or in a
part of the Plan.

1.26 EPCRS. EPCRS means the IRSs Employee Plans
Compliance Resolution System for resolving plan defects, or any successor
program.

1.27 ERISA. ERISA means the Employee Retirement
Income Security Act of 1974, as amended, and includes applicable DOL
regulations.

1.28 Final 401(k) Regulations Effective Date.
Final 401(k) Regulations Effective Date means the Plan Year beginning in 2006
(or such earlier Plan Year ending after December 29, 2004 as the Plan
Administrator operationally applied and as the Employer elects in Appendix B).
A reference to the Final 401(k) Regulations Effective Date also includes the
final 401(m) regulations as the context requires.

1.29 401(k) Plan. 401(k) Plan means the 401(k)
Plan the Employer establishes under a 401(k) Plan Adoption Agreement. The Plan
as the Employer elects under its 401(k) Adoption Agreement may be a Traditional
401(k) Plan, a Safe Harbor 401(k) Plan or a SIMPLE 401(k) Plan. A 401(k) Plan
is also a Profit Sharing Plan for purposes of applying the Plan terms, except
as to Elective Deferrals, Matching Contributions or otherwise where the Plan
specifies provisions which apply either to such Contributions Types or to the
overall Plan on account of its status as a 401(k) Plan.

(A) Traditional 401(k) Plan.
A Traditional 401(k) Plan is a 401(k) Plan under which Elective Deferrals are
subject to nondiscrimination testing under the ADP test and any Matching
Contributions and Employee Contributions also are subject to nondiscrimination
testing under the ACP test.

(B) Safe Harbor 401(k) Plan.
A Safe Harbor 401(k) Plan is a 401(k) Plan under which Elective Deferrals are
not subject to nondiscrimination testing under the ADP test because the Plan
satisfies the ADP test safe harbor. Any Matching Contributions are subject to
the ACP test unless the Plan also satisfies the ACP test safe harbor. Any
Employee Contributions are subject to the ACP test.

(C) SIMPLE 401(k) Plan.
A SIMPLE 401(k) Plan is a 401(k) Plan which satisfies the contribution and
other requirements in Section 3.10 and which is not subject to
nondiscrimination testing or certain other requirements as provided in Section
3.10.

1.30 401(m) Plan. 401(m) Plan means the 401(m)
plan, if any, the Employer establishes under its Adoption Agreement. The
definitions under Sections 1.29(A), (B), and (C) also apply as to a 401(m)
Plan.

1.31 Hour of Service. Hour of Service means:

(i) Paid and duties. Each Hour of Service
for which the Employer, either directly or indirectly, pays an Employee, or for
which the Employee is entitled to payment, for the performance of duties. The
Plan Administrator credits Hours of Service under this Paragraph (i) to the
Employee for the computation period in which the Employee performs the duties,
irrespective of when paid;

(ii) Back pay. Each Hour of Service for
back pay, irrespective of mitigation of damages, to which the Employer has
agreed or for which the Employee has received an award. The Plan Administrator
credits Hours of Service under this Paragraph (ii) to the Employee for the
computation period(s) to which the award or the agreement pertains rather than
for the computation period in which the award, agreement or payment is made;
and

(iii) Payment but no duties. Each Hour of
Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective of
whether the employment relationship is terminated), for reasons other than for
the performance of duties during a computation period, such as leave of
absence, vacation, holiday, sick leave, illness, incapacity (including
disability), layoff, jury duty or military duty. The Plan Administrator will
credit no more than 501

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Hours of Service under this Paragraph (iii) to an Employee on account
of any single continuous period during which the Employee does not perform any
duties (whether or not such period occurs during a single computation period).
The Plan Administrator credits Hours of Service under this Paragraph (iii) in
accordance with the rules of paragraphs (b) and (c) of Labor Reg. §2530.200b-2,
which the Plan, by this reference, specifically incorporates in full within
this Paragraph (iii).

(iv) Crediting and computation. The Plan
Administrator will not credit an Hour of Service under more than one of the
above Paragraphs (i), (ii) or (iii). A computation period for purposes of this
Section 1.31 is the Plan Year, Year of Service period, Break in Service period
or other period, as determined under the Plan provision for which the Plan
Administrator is measuring an Employees Hours of Service. The Plan
Administrator will resolve any ambiguity with respect to the crediting of an
Hour of Service in favor of the Employee.

(A) Method of Crediting Hours of Service.
The Employer must elect in its Adoption Agreement the method the Plan
Administrator will use in crediting an Employee with Hours of Service and the
purpose for which the elected method will apply.

(1) Actual Method. Under the Actual Method
as determined from records, an Employee receives credit for Hours of Service
for hours worked and hours for which the Employer makes payment or for which
payment is due from the Employer.

(2) Equivalency Method. Under an
Equivalency Method, for each equivalency period for which the Plan
Administrator would credit the Employee with at least one Hour of Service, the
Plan Administrator will credit the Employee with: (a) 10 Hours of Service for a
daily equivalency; (b) 45 Hours of Service for a weekly equivalency; (c) 95
Hours of Service for a semimonthly payroll period equivalency; and (d) 190
Hours of Service for a monthly equivalency.

(3) Elapsed Time Method. Under the Elapsed
Time Method, an Employee receives credit for Service for the aggregate of all
time periods (regardless of the Employees actual Hours of Service) commencing
with the Employees Employment Commencement Date, or with his/her Re-Employment
Commencement Date, and ending on the date a Break in Service begins. See
Section 2.02(C)(4). In applying the Elapsed Time Method, the Plan Administrator
will credit an Employees Service for any Period of Severance of less than
12-consecutive months and will express fractional periods of Service in days.

(i) Elapsed Time  Break in Service. Under
the Elapsed Time Method, a Break in Service is a Period of Severance of at
least 12 consecutive months. In the case of an Employee who is absent from work
for maternity or paternity reasons, the 12-consecutive month period beginning
on the first anniversary of the first date the Employee is otherwise absent
from Service does not constitute a Break in Service.

(ii) Elapsed Time  Period of Severance. A
Period of Severance is a continuous period of time during which the Employee is
not employed by the Employer. The continuous period begins on the date the
Employee retires, quits, is discharged, or dies or if earlier, the first
12-month anniversary of the date on which the Employee otherwise is absent from
Service for any other reason (including disability, vacation, leave of absence,
layoff, etc.).

(B) Maternity/Paternity Leave/Family and
Medical Leave Act. Solely for purposes of determining
whether an Employee incurs a Break in Service under any provision of this Plan,
the Plan Administrator must credit Hours of Service during the Employees
unpaid absence period: (1) due to maternity or paternity leave; or (2) as
required under the Family and Medical Leave Act. An Employee is on maternity or
paternity leave if the Employees absence is due to the Employees pregnancy,
the birth of the Employees child, the placement with the Employee of an
adopted child, or the care of the Employees child immediately following the
childs birth or placement. The Plan Administrator credits Hours of Service
under this Section 1.31(B) on the basis of the number of Hours of Service for
which the Employee normally would receive credit or, if the Plan Administrator
cannot determine the number of Hours of Service the Employee would receive
credit for, on the basis of 8 hours per day during the absence period. The Plan
Administrator will credit only the number (not exceeding 501) of Hours of
Service necessary to prevent an Employees Break in Service. The Plan
Administrator credits all Hours of Service described in this Section 1.31(B) to
the computation period in which the absence period begins or, if the Employee
does not need these Hours of Service to prevent a Break in Service in the
computation period in which his/her absence period begins, the Plan
Administrator credits these Hours of Service to the immediately following
computation period.

(C) Qualified Military Service.
Hour of Service also includes any Service the Plan must credit for contributions
and benefits in order to satisfy the crediting of Service requirements of Code
§414(u).

1.32 IRS. IRS means the Internal Revenue
Service.

1.33 Limitation Year. Limitation Year means the
consecutive month period the Employer specifies in its Adoption Agreement as
applicable to allocations under Article IV. If the Employer elects the same
Plan Year and Limitation Year, the Limitation Year is always a 12-consecutive
month period even if the Plan Year is a short period, unless the short Plan
Year results from an amendment, in which case, the Limitation Year also is a
short year. If the Employer amends the Limitation Year to a different
12-consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year for which the Employer makes the amendment, creating
a short Limitation Year.

1.34 Matching Contribution. Matching
Contribution means a fixed or discretionary contribution the Employer makes on
account of Elective Deferrals under a 401(k) Plan or on account of Employee
Contributions. Matching contributions also include Participant forfeitures
allocated on account of such Elective Deferrals or Employee Contributions.

(A) Fixed Matching Contribution.
Fixed Matching Contribution means a Matching Contribution which the Employer,
subject to satisfaction of allocation conditions, if any, must make pursuant to
a formula in the Adoption Agreement. Under the formula, the Employer
contributes a specified percentage or dollar amount on behalf of a

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Defined Contribution Prototype and Volume
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Participant based on that Participants Elective Deferrals or Employee
Contributions eligible for a match.

(B) Discretionary Matching Contribution.
Discretionary Matching Contribution means a Matching Contribution which the
Employer in its sole discretion elects to make to the Plan. The Employer
retains discretion over the Discretionary Matching Contribution rate or amount,
the limit(s) on Elective Deferrals or Employee Contributions subject to match,
the per Participant match allocation limit(s), the Participants who will
receive the allocation, and the time period applicable to any matching
formula(s) (collectively, the matching formula), except as the Employer otherwise
elects in its Adoption Agreement.

(C) QMAC. QMAC means
a qualified matching contribution which is 100% Vested at all times and which
is subject to the distribution restrictions described in Section 6.01(C)(4)(b).
Matching Contributions are not 100% Vested at all times if the Employee has a
100% Vested interest solely because of his/her Years of Service taken into
account under a vesting schedule. Any Matching Contributions allocated to a
Participants QMAC Account under the Plan automatically satisfy and are subject
to the QMAC definition.

(D) Regular Matching Contribution.
A Regular Matching Contribution is a Matching Contribution which is not a QMAC,
a Safe Harbor Matching Contribution or an Additional Matching Contribution.

(E) Basic Matching Contribution.
See Section 3.05(E)(4).

(F) Enhanced Matching Contribution.
See Section 3.05(E)(5).

(G) Additional Matching Contribution.
See Section 3.05(F)(1).

(H) SIMPLE Matching Contribution.
See Section 3.10(E)(1).

(I) Safe Harbor Matching Contribution.
See Section 3.05(E)(3).

1.35 Money Purchase Pension Plan/Money Purchase Pension
Contribution. Money Purchase Pension Plan means the Money Purchase
Pension Plan the Employer establishes under a Money Purchase Pension Plan
Adoption Agreement. The Employer Contribution to its Money Purchase Pension
Plan is a Money Purchase Pension Contribution. The Employer will make its Money
Purchase Pension Contribution as the Employer elects in its Adoption Agreement.

1.36 Named Fiduciary. The Named Fiduciary is the
Employer. The Employer in writing also may designate the Plan Administrator (if
the Plan Administrator is not the Employer) and other persons as additional
Named Fiduciaries. See Section 8.03. If the Plan is a restated Plan and under
the prior plan document a different Named Fiduciary is in place, this Section
1.36 becomes effective on the date the Employer executes this restated Plan
unless the Employer designates otherwise in writing.

1.37 Nonelective Contribution. Nonelective
Contribution means a fixed or discretionary Employer Contribution which is not
a Matching Contribution, a Money Purchase Pension Contribution or a Target
Benefit Contribution.

(A) Fixed Nonelective Contribution.
Fixed Nonelective Contribution means a Nonelective Contribution which the
Employer, subject to satisfaction of allocation conditions, if any, must make
pursuant to a formula (based on Compensation of Participants who will receive
an allocation of the contributions or otherwise) in the Adoption Agreement. See
3.04(A)(2).

(B) Discretionary Nonelective Contribution.
Discretionary Nonelective Contribution means a Nonelective Contribution which
the Employer in its sole discretion elects to make to the Plan. See 3.04(A)(1).

(C) QNEC. QNEC means
a qualified nonelective contribution which is 100% Vested at all times and
which is subject to the distribution restrictions described in Section
6.01(C)(4)(b). Nonelective Contributions are not 100% Vested at all times if
the Employee has a 100% Vested interest solely because of his/her Years of
Service taken into account under a vesting schedule. Any Nonelective
Contributions allocated to a Participants QNEC Account under the Plan
automatically satisfy and are subject to the QNEC definition.

(D) SIMPLE Nonelective Contribution.
See Section 3.10(E)(1).

(E) Safe Harbor Nonelective Contribution.
See Section 3.05(E)(2).

1.38 Opinion Letter. Opinion Letter means an IRS
issued letter as to the acceptability of the form of a Prototype Plan as
defined in Section 4.06 of Rev. Proc. 2005-16.

1.39 Participant. Participant means an Eligible
Employee who becomes a Participant in the Plan or as to any Contribution Type
as the context requires, in accordance with the provisions of Section 2.01.

1.40 Plan. Plan means the retirement plan
established or continued by the Employer in the form of this Prototype Plan or
Volume Submitter Plan, including the Adoption Agreement under which the
Employer has elected to establish this Plan. The Employer must designate the name
of the Plan in its Adoption Agreement. An Employer may execute more than one
Adoption Agreement offered under this Plan, each of which will constitute a
separate Plan and Trust established or continued by that Employer. All section
references within this basic plan document are Plan section references unless
the context clearly indicates otherwise. The Plan includes any Appendix
permitted by the basic plan document or by the Employers Adoption Agreement
and which the Employer attaches to its Adoption Agreement.

(A) Multiple Employer Plan (Article XII).
Multiple Employer Plan means a Plan in which at least one Employer which is not
a Related Employer participates. This Plan may be a Multiple Employer Plan only
if maintained on a Volume Submitter Adoption Agreement. Article XII of the Plan
applies to a Multiple Employer Plan, but otherwise does not apply to the Plan.

(B) Frozen Plan. See
Section 3.01(J).

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1.41 Plan Administrator. Plan Administrator
means the Employer unless the Employer designates another person or persons to
hold the position of Plan Administrator. Any person(s) the Employer appoints as
Plan Administrator may or may not be Participants in the Plan. In addition to
its other duties, the Plan Administrator has full responsibility for the Plans
compliance with the reporting and disclosure rules under ERISA. If the Employer
is the Plan Administrator, any requirement under the Plan for communication
between the Employer and the Plan Administrator automatically is deemed
satisfied, and the Employer has discretion to determine the manner of
documenting any decision deemed to be communicated under this provision.

1.42 Plan Year. Plan Year means the consecutive
month period the Employer specifies in its Adoption Agreement.

1.43 Practitioner. Practitioner means the
sponsor as to its Employer clients of the Volume Submitter Plan and as defined
in Section 13.04 of Rev. Proc. 2005-16.

1.44 Predecessor Employer/Predecessor Plan.

(A) Predecessor Employer.
A Predecessor Employer is an employer that previously employed one or more of
the Employees.

(B) Predecessor Plan.
A Predecessor Plan is a Code §401(a) or §403(a) qualified plan the Employer
terminated within the five-year period beginning before or after the Employer
establishes this Plan, as described in Treas. Reg. §1.411(a)-5(b)(3)(v)(B).

1.45 Prevailing Wage Contract/Contribution.
Prevailing Wage Contract means a contract under which Employees are performing
services subject to the Davis-Bacon Act, the McNamara-OHara Contract Service
Act or any other federal, state or municipal prevailing wage law. A Prevailing
Wage Contribution is a contribution the Employer makes to the Plan in
accordance with a Prevailing Wage Contract. A Prevailing Wage Contribution is
treated as a Nonelective Contribution or other Employer Contribution except as
the Plan otherwise provides.

1.46 Profit Sharing Plan. Profit Sharing Plan
means the Profit Sharing Plan the Employer establishes under a Profit Sharing
Plan Adoption Agreement.

1.47 Protected Benefit. Protected Benefit means
any accrued benefit described in Treas. Reg. §1.411(d)-4, including any optional
form of benefit provided under the Plan which may not (except in accordance
with such Regulations) be reduced, eliminated or made subject to Employer
discretion.

1.48 Prototype Plan/Master Plan (M&P Plan).
Prototype Plan means as described in Section 4.02 of Rev. Proc. 2005-16 or in
any successor thereto under which each adopting Employer establishes a separate
Trust. This Plan is not a Master Plan as described in Section 4.01 of Rev.
Proc. 2005-16 under which unrelated adopting employers participate in a single
funding medium (trust or custodial account). However, the Plan could be a
Master Trust under DOL Reg. §2525.103-2(e). A Prototype Plan or a Master Plan
must have an Opinion Letter as described in Section 4.06 of Rev. Proc. 2005-16.

1.49 QDRO. QDRO means a qualified domestic
relations order under Code §414(p).

1.50 Qualified Military Service. Qualified
Military Service means qualified military service as defined in Code
§414(u)(5). Notwithstanding any provision in the Plan to the contrary, as to
Qualified Military Service, the Plan will credit Service under Section 1.31(C),
the Employer will make contributions to the Plan and the Plan will provide
benefits in accordance with Code §414(u).

1.51 Restated Plan. A Restated Plan means a plan
the Employer adopts in substitution for, and in amendment of, an existing plan,
as the Employer elects in its Adoption Agreement. If a Participant incurs a
Separation from Service or Severance from Employment before the Employer executes
the Adoption Agreement as a Restated Plan, the provisions of the Restated Plan
do not apply to the Participant unless he/she has an Account Balance as of the
execution date or unless the Employer rehires the Participant.

1.52 Rollover Contribution. A Rollover
Contribution means an amount of cash or property (including a participant loan
from another plan) which the Code permits an Eligible Employee or Participant
to transfer directly or indirectly to this Plan from another Eligible Retirement
Plan (or vice versa) within the meaning of Code §402(c)(8)(B) and Section
6.08(F)(2). A Rollover Contribution will be made to the Plan and not to a
Designated IRA within the Plan under Section 3.12, if any.

1.53 Safe Harbor Contribution. Safe Harbor
Contribution means a Safe Harbor Nonelective Contribution or a Safe Harbor
Matching Contribution as the Employer elects in its Adoption Agreement. See
Sections 3.05(E)(2) and (3).

1.54 Salary Reduction Agreement. A Salary
Reduction Agreement means a Participants written election to make Elective
Deferrals to the Plan (including a Contrary Election under Section 3.02(B)(4)),
made on the form the Plan Administrator provides for this purpose.

(A) Effective Date.
A Salary Reduction Agreement may not be effective earlier than the following
date which occurs last: (1) under Article II, the Participants Entry Date or,
in the case of a re-hired Employee, his/her re-participation date; (2) the
execution date of the Salary Reduction Agreement; (3) the date the Employer
adopts the 401(k) Plan; or (4) the Effective Date of the 401(k) Plan (or
Elective Deferral provision within the Plan).

(B) Compensation. A
Salary Reduction Agreement must specify the dollar amount of Compensation or
the percentage of Compensation the Participant wishes to defer. The Salary
Reduction Agreement: (1) applies only to Compensation for Elective Deferral
allocation as the Employer elects in its Adoption Agreement and which becomes
currently available after the effective date of the Salary Reduction Agreement;
and (2) applies to all or to such Elective Deferral Compensation as the Salary
Reduction Agreement indicates, including any Participant elections made in the
Salary Reduction Agreement.

(C) Additional Rules.
The Plan Administrator in the Plans Salary Reduction Agreement form, or in a
Salary Reduction Agreement policy will specify additional rules and

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restrictions applicable to a Participants Salary Reduction Agreement,
including but not limited to those rules regarding changing or revoking a
Salary Reduction Agreement. Any such rules and restrictions must be consistent
with the Plan and with Applicable Law.

1.55 Separation from Service/Severance from Employment.
Separation from Service means an event after which the Employee no longer has
an employment relationship with the Employer maintaining this Plan or with a
Related Employer. The Plan applies Separation from Service for all purposes
except as otherwise provided. For purposes of distribution of Restricted 401(k)
Accounts, the application of Post-Severance Compensation and top-heavy look-back
period distributions, the plan will apply the definition of Severance from
Employment under EGTRRA §646 (as modified for Code §415 purposes in applying
the parent-subsidiary controlled group rules).

1.56 Service. Service means any period of time
the Employee is in the employ of the Employer, including any period the
Employee is on an unpaid leave of absence authorized by the Employer under a
uniform, nondiscriminatory policy applicable to all Employees.

(A) Related Employer Service.
See Section 1.23(C).

(B) Predecessor Employer/Plan Service.
See Section 1.44. If the Employer maintains (by adoption, plan merger or
Transfer) the plan of a Predecessor Employer, service of the Employee with the
Predecessor Employer is Service with the Employer. If the Employer maintained a
Predecessor Plan, for purposes of vesting Service, the Plan Administrator must
count service credited to any Employee covered under the Predecessor Plan. If
the Employer in its Adoption Agreement elects to disregard vesting Service
prior to the time that the Employer maintained the Plan, the Plan Administrator
will treat a Predecessor Plan as the Plan for purposes of such election.

(C) Elective Service Crediting.If
the Employer does not maintain the plan of a Predecessor Employer, the Plan
does not credit Service with the Predecessor Employer, unless the Employer in
its Adoption Agreement (or in a Participation Agreement, if applicable) elects
to credit designated Predecessor Employer Service and specifies the purposes
for which the Plan will credit service with that Predecessor Employer. Unless
the Employer under its Adoption Agreement provides for this purpose specific
Entry Dates, an Employee who satisfies the Plans eligibility condition(s) by
reason of the crediting of predecessor service will enter the Plan in
accordance with the provisions of Article II as if the Employee were a
re-employed Employee on the first day the Plan credits predecessor service.

(D) Standardized Plan.If
the Employers Plan is a Standardized Plan, the Plan limits the elective
crediting of past Predecessor Employer Service to the period which does not
exceed 5 years immediately preceding the year in which an amendment crediting
such service becomes effective, such credit must be granted to all Employees on
a reasonably uniform basis, and the crediting must otherwise comply with Treas.
Reg. §1.401(a)(4)-5(a)(3).

1.57 SIMPLE Contribution. SIMPLE Contribution
means a SIMPLE Nonelective Contribution or a SIMPLE Matching Contribution. See
Section 3.10(E).

1.58 Sponsor. Sponsor means the sponsor of this
Prototype Plan as to the Sponsors adopting Employer clients and as defined in
Section 4.07 of Rev. Proc. 2005-16.

1.59 Successor Plan. Successor Plan means a plan
in which at least 50% of the Eligible Employees for the first Plan Year were
eligible under a cash or deferred arrangement maintained by the Employer in the
prior year, as described in Treas. Reg. §1.401k-2(c)(2)(iii).

1.60 Target Benefit Plan/Target Benefit Contribution.
Target Benefit Plan means the Target Benefit Plan the Employer establishes
under the Target Benefit Plan Adoption Agreement. The Employer Contribution to
its Target Benefit Plan is a Target Benefit Contribution. The Employer will
make its Target Benefit Contribution as the Employer elects in its Adoption
Agreement.

1.61 Taxable Year. Taxable Year means the
taxable year of a Participant or of the Employer as the context requires.

1.62 Transfer.Transfer means the Trustees
movement of Plan assets from the Plan to another plan (or vice versa) directly
as between the trustees and not by means of a distribution. A Transfer may be
an Elective Transfer or a Nonelective Transfer. See Section 11.06. A Direct
Rollover under Section 6.08(F)(1) is not a Transfer.

1.63 Trust. Trust means the separate Trust
created under the Plan.

1.64 Trust Fund. Trust Fund means all property
of every kind acquired by the Plan and held by the Trust, other than incidental
benefit insurance contracts.

1.65 Trustee/Custodian. Trustee or Custodian
means the person or persons who as Trustee or Custodian execute the Adoption
Agreement, or any successor in office who in writing accepts the position of
Trustee or Custodian. The Employer must designate in its Adoption Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as
a nondiscretionary Trustee. See Article VIII. If the Sponsor or Practitioner is
a bank, savings and loan association, credit union, mutual fund, insurance
company, or other institution qualified to serve as Trustee, a person other
than the Sponsor or Practitioner (or its affiliate) may not serve as Trustee or
as Custodian of the Plan without the written consent of the Sponsor or Practitioner.

1.66 Valuation Date.Valuation Date means the
Accounting Date, such additional dates as the Employer in its Adoption
Agreement may elect, and any other date that the Plan Administrator designates
for the valuation of the Trust Fund.

1.67 Vested. Vested means a Participant or a
Beneficiary has an unconditional claim, legally enforceable against the Plan,
to the Participants Account Balance or Accrued Benefit or to a portion thereof
if not 100% Vested. Vesting means the degree to which a Participant is Vested
in one or more Accounts.

1.68 USERRA. USERRA means the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended.

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Defined Contribution Prototype and
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1.69 Volume Submitter Plan. Volume Submitter
Plan means as described in Section 13.01 of Rev. Proc. 2005-16 or in any
successor thereto. A Volume Submitter Plan must have an Advisory Letter as
described in Section 13.03 of Rev. Proc. 2005-16.

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Defined Contribution
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ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.01 ELIGIBILITY.
Each Eligible Employee becomes a Participant in the Plan in accordance with the
eligibility conditions the Employer elects in its Adoption Agreement. The
Employer may elect different age and service conditions for different
Contribution Types under the Plan.

(A) Maximum Age and Years of Service.
For purposes of an Eligible Employees participation in the Plan, the Plan may
not impose an age condition exceeding age 21 and may not require completion of
more than one Year of Service, except under Section 2.02(E).

(B) New Plan. Any
Eligible Employee who has satisfied the Plans eligibility conditions and who
has reached his/her Entry Date as of the Effective Date is eligible to
participate as of the Effective Date, assuming the Employer continues to employ
the Employee on that date. Any other Eligible Employee becomes eligible to
participate: (1) upon satisfaction of the eligibility conditions and reaching
his/her Entry Date; or (2) upon reaching his/her Entry Date if such Employee
had already satisfied the eligibility conditions prior to the Effective Date.

(C) Restated Plan.
If this Plan is a Restated Plan, each Employee who was a Participant in the
Plan on the day before the restated Effective Date continues as a Participant
in the Restated Plan, irrespective of whether he/she satisfies the eligibility
conditions of the Restated Plan, unless the Employer provides otherwise in its
Adoption Agreement.

(D) Prevailing Wage Contribution.
If the Employer makes Prevailing Wage Contributions to the Plan, except as the
Prevailing Wage Contract otherwise provides, no minimum age or service
conditions apply to an Eligible Employees eligibility to receive Prevailing
Wage Contributions under the Plan. The Employers Adoption Agreement elections
imposing age and service eligibility conditions apply to such an Employee as to
non-Prevailing Wage Contributions under the Plan.

(E) Special Eligibility Effective Date (Dual
Eligibility). The Employer in its Adoption Agreement
may elect to provide a special Effective Date for the Plans eligibility
conditions, with the effect that such conditions may apply only to Employees
who are employed by the Employer after a specified date.

2.02 APPLICATION
OF SERVICE CONDITIONS. The Plan Administrator will apply this Section 2.02
in administering the Plans eligibility service condition(s), if any.

(A) Definition of Year of Service.
A Year of Service for purposes of an Employees participation in the Plan,
means the applicable Eligibility Computation Period under Section 2.02(C),
during which the Employee completes the number of Hours of Service (not
exceeding 1,000) the Employer specifies in its Adoption Agreement, without
regard to whether the Employer continues to employ the Employee during the
entire Eligibility Computation Period.

(B) Counting Years of Service.
For purposes of an Employees participation in the Plan, the Plan counts all of
an Employees Years of Service, except as provided in Section 2.03.

(C) Initial and Subsequent Eligibility
Computation Periods. If the Plan requires one Year of
Service for eligibility and an Employee does not complete one Year of Service
during the Initial Eligibility Computation Period, the Plan measures Subsequent
Eligibility Computation Periods in accordance with the Employers election in
its Adoption Agreement. If the Plan measures Subsequent Eligibility Computation
Periods on a Plan Year basis, an Employee who receives credit for the required
number of Hours of Service during the Initial Eligibility Computation Period
and also during the first applicable Plan Year receives credit for two Years of
Service under Article II.

(1)
Definition of Eligibility
Computation Period. An Eligibility Computation Period is a
12-consecutive month period.

(2)
Definition of Initial Eligibility Computation Period.
The Initial Eligibility Computation Period is the Employees Anniversary Year
which begins on the Employees Employment Commencement Date.

(3)
Definition of Anniversary Year. An Employees
Anniversary Year is the 12-consecutive month period beginning on the Employees
Employment Commencement Date or beginning on anniversaries thereof.

(4)
Definitions of Employment Commencement Date/Re-Employment Commencement Date.
An Employees Employment Commencement Date is the date on which the Employee
first performs an Hour of Service for the Employer. An Employees Re-Employment
Commencement Date is the date on which the Employee first performs an Hour of
Service for the Employer after the Employer re-employs the Employee.

(5)
Definition of Subsequent Eligibility Computation Period.A
Subsequent Eligibility Computation Period is any Eligibility Computation Period
after the Initial Eligibility Computation Period, as the Employer elects in its
Adoption Agreement.

(D) Entry Date. The Employer in its Adoption
Agreement elects the Entry Date(s) and elects whether such Entry Date(s) are
retroactive, coincident with or next following an Employees satisfaction of
the Plans eligibility conditions. The Employer may elect to apply different
Entry Dates to different Contribution Types. If the Employer makes Prevailing
Wage Contributions to the Plan, except as the Prevailing Wage Contract
otherwise provides, an Eligible Employees Entry Date with regard to such
contributions is the Employees Employment Commencement Date. The Employers Adoption
Agreement elections regarding Entry Dates apply to such an Employee as to
non-Prevailing Wage Contributions under the Plan.

(1)
Definition of Entry Date. See Section 1.25.

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(2)
Maximum delay in participation. An Entry Date may not
result in an Eligible Employee who has satisfied the Plans eligibility
conditions being held out of Plan participation longer than six months, or if earlier,
the first day of the next Plan Year, following completion of the Code §410(a)
maximum eligibility requirements.

(E) Alternative Service Conditions. The
Employer in its Adoption Agreement may elect to impose for eligibility a
condition of less than one Year of Service or of more than one Year of Service,
but not exceeding two Years of Service. If the Employer elects an alternative
Service condition to one Year of Service or two Years of Service, the Employer
must elect in its Adoption Agreement the Hour of Service and other
requirement(s), if any, after the Employee completes one Hour of Service. Under
any alternative Service condition election, the Plan may not require an
Employee to complete more than one Year of Service (1,000 Hours of Service in 12-consecutive
months) or two Years of Service if applicable.

(1)
Vesting requirement. If the Employer elects to impose
more than a one Year of Service eligibility condition, the Plan Administrator
must apply 100% vesting on any Employer Contributions (and the resulting
Accounts) subject to that eligibility condition.

(2)
One Year of Service maximum for specified Contributions.
The Plan may not require more than one Year of Service for eligibility for an
Eligible Employee to make Elective Deferrals, to receive Safe Harbor
Contributions or to receive SIMPLE Contributions.

(F) Equivalency or Elapsed Time.
If the Employer in its Adoption Agreement elects to apply the Equivalency
Method or the Elapsed Time Method in applying the Plans eligibility Service
condition, the Plan Administrator will credit Service in accordance with
Sections 1.31(A)(2) and (3).

2.03 BREAK
IN SERVICE  PARTICIPATION. The Plan Administrator will apply this Section
2.03 if any Break in Service rule applies under the Plan.

(A) Definition of Break in Service.
For purposes of this Article II, an Employee incurs a Break in Service if
during any applicable Eligibility Computation Period he/she does not complete
more than 500 Hours of Service with the Employer. The Eligibility Computation
Period under this Section 2.03(A) is the same as the Eligibility Computation
Period the Plan uses to measure a Year of Service under Section 2.02. If the
Plan applies the Elapsed Time Method of crediting Service under Section 1.31(A)(3),
a Participant incurs a Break in Service if the Participant has a Period of
Severance of at least 12 consecutive months.

(B) Two Year Eligibility.
If the Employer under the Adoption Agreement elects a two Years of Service
eligibility condition, an Employee who incurs a one year Break in Service prior
to completing two Years of Service: (1) is a new Employee on the date he/she
first performs an Hour of Service for the Employer after the Break in Service;
(2) the Plan disregards the Employees Service prior to the Break in Service;
and (3) the Employee establishes a new Employment Commencement Date for
purposes of the Initial Eligibility Computation Period under Section 2.02(C).

(C) One Year Hold-Out Rule-Participation. The
Employer in its Adoption Agreement must elect whether to apply the one year
hold-out rule under Code §410(a)(5)(C). Under this rule, a Participant will
incur a suspension of participation in the Plan after incurring a one year
Break in Service and the Plan disregards a Participants Service completed
prior to a Break in Service until the Participant completes one Year of Service
following the Break in Service. The Plan suspends the Participants
participation in the Plan as of the first day of the Plan Year following the
Plan Year in which the Participant incurs the Break in Service.

(1)
Completion of one Year of Service. If a Participant
completes one Year of Service following his/her Break in Service, the Plan
restores the Participants pre-break Service and the Participant resumes active
participation in the Plan retroactively to the first day of the Eligibility
Computation Period in which the Participant first completes one Year of Service
following his/her Break in Service.

(2)
Eligibility Computation Period. The Plan Administrator
measures the Initial Eligibility Computation period under this Section 2.03(C)
from the date the Participant first receives credit for an Hour of Service
following the one year Break in Service. The Plan Administrator measures any
Subsequent Eligibility Computation Periods, if necessary, in a manner
consistent with the Employers Eligibility Computation Period election in its
Adoption Agreement, using the Re-Employment Commencement Date in determining
the Anniversary Year if applicable.

(3)
Election to limit application to separated Employees.
If the Employer elects to apply the one year hold-out rule, the Employer also
may elect in its Adoption Agreement to limit application of the rule only to a
Participant who has incurred a Separation from Service.

(4)
Application to Employee who did not enter. The Plan
Administrator also will apply the one year hold-out rule, if applicable, to an
Employee who satisfies the Plans eligibility conditions, but who incurs a
Separation from Service and a one year Break in Service prior to becoming a
Participant.

(5)
No effect on vesting or Earnings. This Section 2.03(C)
does not affect a Participants vesting credit under Article V and, during a
suspension period, the Participants Account continues to share fully in
Earnings under Article VII.

(6)
No restoration under two year break rule. The Plan
Administrator in applying this Section 2.03(C) does not restore any Service
disregarded under the Break in Service rule of Section 2.03(B).

(7)
No application to Elective Deferrals in 401(k) Plan.
If the Plan is a 401(k) Plan and the Employer in its Adoption Agreement elects
to apply the Section 2.03(C) one year hold-out rule, the Plan Administrator
will not apply such provisions to the Elective Deferral portion of the Plan.

(8)
USERRA. An Employee who has completed Qualified
Military Service and who the Employer has rehired under USERRA, does not incur
a Break in Service under the

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Prototype and Volume Submitter Plan

Plan by reason of the period of such Qualified Military Service.

(D) Rule of Parity  Participation.
For purposes of Plan participation, the Plan does not apply the rule of
parity under Code §410(a)(5)(D), unless the Employer in Appendix B elects to
apply the rule of parity.

2.04 PARTICIPATION
UPON RE-EMPLOYMENT.

(A) Rehired Participant/Immediate Re-Entry.
A Participant who incurs a Separation from Service will re-enter the Plan as a
Participant on his/her Re-Employment Commencement Date (provided he/she is not
an Excluded Employee), subject to any Break in Service rule, if applicable,
under Section 2.03.

(B) Rehired Eligible Employee Who Had
Satisfied Eligibility. An Eligible Employee who
satisfies the Plans eligibility conditions, but who incurs a Separation from
Service prior to becoming a Participant, subject to any Break in Service rule,
if applicable, under Section 2.03, will become a Participant on the later of:
(1) the Entry Date on which he/she would have entered the Plan had he/she not
incurred a Separation from Service; or (2) his/her Re-Employment Commencement
Date.

(C) Rehired Eligible Employee Who Had Not
Satisfied Eligibility. An Eligible Employee who incurs
a Separation from Service prior to satisfying the Plans eligibility conditions
becomes a Participant in accordance with the Employers Adoption Agreement
elections. The Plan Administrator, for purposes of applying any shift in the
Eligibility Computation Period, takes into account the Employees prior Service
and the Employee is not treated as a new hire.

2.05 CHANGE
IN EMPLOYMENT STATUS. The Plan Administrator will apply this Section 2.05
if the Employer in its Adoption Agreement elected to exclude any Employees as
Excluded Employees.

(A) Participant Becomes an Excluded Employee.
If a Participant has not incurred a Separation from Service but becomes an
Excluded Employee (as to any or all Contribution Types), during the period of
exclusion the Excluded Employee: (i) will not share in the allocation of the
applicable Employer Contributions (including a Top-Heavy Minimum Allocation
under Section 10.02 if the Employee is excluded as to all Contribution Types)
or Participant forfeitures, based on Compensation paid to the Excluded Employee
during the period of exclusion; (ii) may not make Employee Contributions,
Rollover Contributions or Designated IRA Contributions; and (iii) if the Plan
is a 401(k) Plan and the Participant is an Excluded Employee as to Elective
Deferrals, may not make Elective Deferrals as to Compensation paid to the
Excluded Employee during the period of exclusion.

(1)
Vesting, accrual, Break in Service and Earnings. A
Participant who becomes an Excluded Employee under this Section 2.05(A)
continues: (a) to receive Service credit for vesting under Article V for each
included vesting Year of Service; (b) to receive Service credit for applying
any allocation conditions under Section 3.06 as to Employer Contributions
accruing for any non-excluded period and as to Contribution Types for which the
Participant is not an Excluded Employee; (c) to receive Service credit in
applying the Break in Service rules; and (d) to share fully in Earnings under
Article VII.

(2)
Resumption of Eligible Employee status. If a Participant
who becomes an Excluded Employee subsequently resumes status as an Eligible
Employee, the Participant will participate in the Plan immediately upon
resuming eligible status, subject to the Break in Service rules, if applicable,
under Section 2.03.

(B) Excluded Employee Becomes Eligible.
If an Excluded Employee who is not a Participant becomes an Eligible Employee,
he/she will participate immediately in the Plan if he/she has satisfied the
Plans eligibility conditions and would have been a Participant had he/she not
been an Excluded Employee during his/her period of Service. An Excluded
Employee receives Service credit for eligibility, for allocation conditions
under Section 3.06 (but the Plan disregards Compensation paid while excluded)
and for vesting under Article V for each included vesting Year of Service,
notwithstanding the Employees Excluded Employee status.

2.06 PARTICIPATION
OPT-OUT.

(A) Volume Submitter Plan.
If the Plan is a Volume Submitter Plan, the Plan Administrator may elect to
permit an Eligible Employee to elect irrevocably to not participate in the Plan
(to opt-out). The Eligible Employee prior to his/her Entry Date and prior to
first becoming eligible under any plan of the Employer as described in Code
§219(g)(5)(A), including terminated plans, must file an opt-out election in
writing with the Plan Administrator on a form the Plan Administrator provides
for this purpose. An Employees election not to participate, pursuant to this
Section 2.06(A), includes his/her right to make Elective Deferrals, Employee
Contributions, Rollover Contributions or Designated IRA Contributions, unless
the Plan Administrators opt-out form permits an Eligible Employee to opt-out
of specified Contribution Types prior to becoming eligible to participate in
such Contribution Type. A Participants mere failure to make Elective Deferrals
or Employee Contributions is not an opt-out under this Section 2.06(A).

(B) Prototype Plan.If
the Plan is a Prototype Plan, the Plan does not permit an otherwise Eligible
Employee or any Participant to elect to opt-out. However, if the Plan is a
Nonstandardized Plan, an Eligible Employee may opt-out in accordance with
Section 2.06(A) provided: (1) the Plan terms as in effect prior to restatement
under this Plan permitted the opt-out; and (2) the Employee executes the
opt-out prior to the date of the Employers execution of this Plan as a
Restated Plan.

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Defined Contribution Prototype and
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ARTICLE III
PLAN CONTRIBUTIONS AND FORFEITURES

3.01 CONTRIBUTION
TYPES. The Employer in its Adoption Agreement will elect the Contribution
Type(s) and any formulas, allocation methods, conditions and limitations
applicable thereto, except where the Plan expressly reserves discretion to the
Employer or to the Plan Administrator.

(A) Application of Limits.
The Employers contribution to the Trust for any Plan Year is subject to
Article IV limits and other Plan limits.

(B) Compensation for Allocations/Limit.
The Plan Administrator will allocate all Employer Contributions and Elective
Deferrals based on the definition of Compensation under Section 1.11 the
Employer elects in its Adoption Agreement for a particular Contribution Type.
The Plan Administrator in allocating such contributions must limit each
Participants Compensation to the amount described in Section 1.11(E).

(C) Allocation Conditions.
The Plan Administrator will allocate Employer Contributions only to those
Participants who satisfy the Plans allocation conditions under Section 3.06,
if any, for the Contribution Type being allocated.

(D) Top-Heavy. If
the Plan is top-heavy, the Employer will satisfy the Top-Heavy Minimum
Allocation requirements in accordance with Article X.

(E) Net Profit Not Required.
The Employer need not have net profits to make a contribution under the Plan,
unless the Employer in its Adoption Agreement specifies a fixed formula based
on net profits.

(F) Form of Contribution.
Subject to the consent of the Trustee under Article VIII, the Employer may make
Employer Contributions to a Profit Sharing Plan, to a 401(k) Plan or to a
401(m) Plan (excluding Elective Deferrals or Employee Contributions) in the
form of property instead of cash, provided the contribution of property is not
a prohibited transaction under Applicable Law. The Employer may not make
contributions in the form of property to its Money Purchase Pension Plan or to
its Target Benefit Plan.

(G) Time of Payment of Contribution.
The Employer may pay to the Trust its Employer Contributions for any Plan Year
in one or more installments, without interest. Unless otherwise required by
applicable contract or Applicable Law, the Employer may make an Employer
Contribution to the Plan for a particular Plan Year at such time(s) as the
Employer in its sole discretion determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate to the Plan Administrator and to the Trustee the Plan
Year for which the Employer is making the Employer Contribution. The Plan
Administrator will allocate the contribution accordingly.

(H) Return of Employer Contribution.
The Employer contributes to the Plan on the condition its contribution is not
due to a mistake of fact and the IRS will not disallow the deduction of the
Employer Contribution.

(1)
Request for contribution return/timing. The Trustee,
upon written request from the Employer, must return to the Employer the amount
of the Employer Contribution made by the Employer by mistake of fact or the
amount of the Employer Contribution disallowed as a deduction under Code §404.
The Trustee will not return any portion of the Employer Contribution under the
provisions of this Section 3.01(H) more than one year after: (a) the Employer
made the contribution by mistake of fact; or (b) the IRSs disallowance of the
contribution as a deduction, and then, only to the extent of the disallowance.

(2)
Earnings. The Trustee will not increase the amount of
the Employer Contribution returnable under this Section 3.01(H) for any
Earnings increases attributable to the contribution, but the Trustee will
decrease the Employer Contribution returnable for any Earnings losses
attributable thereto.

(3)
Evidence. The Trustee may require the Employer to
furnish the Trustee whatever evidence the Trustee deems necessary to enable the
Trustee to confirm the amount the Employer has requested be returned is
properly returnable under Applicable Law.

(I) Money Purchase Pension and Defined
Benefit Plans. If the Employers Plan is a Money
Purchase Pension Plan and the Employer also maintains a defined benefit pension
plan, notwithstanding the Money Purchase Pension Contribution formula in the
Employers Adoption Agreement, the Employers required contribution to its
Money Purchase Pension Plan for a Plan Year is limited to the amount which the
Employer may deduct under Code §404(a)(7). If the Employer under Code
§404(a)(7) must reduce its Money Purchase Pension Plan contribution, the Plan
Administrator will allocate the reduced contribution amount in accordance with
the Plans allocation formula.

(J) Frozen Plan. The
Employer in its Adoption Agreement may elect to treat the Plan as a Frozen
Plan. Under a Frozen Plan, the Employer and the Participants will not make any
contributions to the Plan. A Frozen Plan remains subject to all qualification
and reporting requirements except as Applicable Law otherwise provides and the
Plan provisions (other than those relating to ongoing permitted or required
contributions) continue in effect until the Employer terminates the Plan. An
Eligible Employee will not become a Participant in a Frozen Plan.

3.02 ELECTIVE
DEFERRALS. If the Plan is a 401(k) Plan and the Employer in its Adoption
Agreement elects to permit Elective Deferrals, the Plan Administrator will
apply the provisions of this Section 3.02. A Participants Elective Deferrals
will be made pursuant to a Salary Reduction Agreement unless the Employer
elects in its Adoption Agreement to apply the Automatic Deferral provision under
Section 3.02(B) or the CODA provision under Section 3.02(C).

(A) Limitations.
Except as described below regarding Catch-Up Deferrals, the Employer in its
Adoption Agreement must elect the Plan limitations, if any, which apply to
Elective Deferrals (or separately to Pre-Tax Deferrals or to Roth Deferrals, if
applicable). Such Plan limitations are in addition to those mandatory
limitations imposed under

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Defined Contribution
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Article IV and under Applicable Law. In applying any such additional
Plan limitation, the Plan Administrator will take into account the Compensation
for Elective Deferral purposes the Employer elects in the Adoption Agreement.
The Plan Administrator in the Salary Reduction Agreement form or in a Salary
Reduction Agreement policy (see Section 1.54(C)) may specify additional rules
and restrictions applicable to Salary Reduction Agreements. The Employer in a
SIMPLE 401(k) Plan may not impose any Plan limit on Elective Deferrals except
as provided under Code §408(p). See Section 3.05(C)(2) regarding limits on
Elective Deferrals under a safe harbor plan. The Employer may elect a Plan
limit in its Adoption Agreement, but if the Employer does not so elect, the
Plan Administrator may establish or change a Plan limit on Elective Deferrals
from time to time by providing notice to the Participants as is consistent with
Applicable Law. Any such limit change made during a Plan Year applies only
prospectively.

(B) Automatic Deferrals.
The Employer in its Adoption Agreement will elect whether to apply or not apply
the Automatic Deferral provisions of this Section 3.02(B).

(1)
Definition of Automatic Deferral. An Automatic
Deferral is an Elective Deferral that results from the operation of this
Section 3.02(B). Under the Automatic Deferral, the Employer automatically will
reduce by the Automatic Deferral Amount the Compensation of each Participant
affected by the Automatic Deferral under Section 3.02(B)(3), except those
Participants who timely make a Contrary Election under Section 3.02(B)(4).

(2)
Definition of Automatic Deferral Amount/Increases. The
Automatic Deferral Amount is the amount of Automatic Deferral which the
Employer elects in its Adoption Agreement. The Employer in its Adoption
Agreement may elect to apply a scheduled increase to the Automatic Deferral
Amount. If a Participant subject to the Automatic Deferral elected, before the
Effective Date of the Automatic Deferral, to defer an amount which is less than
the Automatic Deferral Amount the Employer has elected in its Adoption
Agreement, the Automatic Deferral Amount under this Section 3.02(B) includes
only the incremental amount necessary to increase the Participants Elective
Deferral to equal the Automatic Deferral Amount, including any scheduled
increases thereto.

(3)
Employees or Participants subject to
Automatic Deferral. If the Employer elects to apply the Automatic
Deferral, the Employer in its Adoption Agreement will elect which Participants
or Employees are affected by the Automatic Deferral on the Effective Date
thereof and which Participants, if any, are not subject to the Automatic
Deferral.

(4)
Definition of Contrary Election. A
Contrary Election is a Participants election made after the Effective Date of
the Automatic Deferral not to defer any Compensation or to defer an amount
which is more or less than the Automatic Deferral Amount.

(5)
Effective Date of Contrary Election. A Participants
Contrary Election generally is effective as of the first payroll period which
follows the Participants Contrary Election. However, a Participant may make a
Contrary Election which is effective: (a) for the first payroll period in which
he/she becomes a Participant if the Participant makes a Contrary Election within
a reasonable period following the Participants Entry Date and before the
Compensation to which the Election applies becomes currently available; or (b)
for the first payroll period following the Effective Date of the Automatic
Deferral, if the Participant makes a Contrary Election not later than the
Effective Date of the Automatic Deferral. A Participant who makes a Contrary
Election is not thereafter subject to the Automatic Deferral or to any
scheduled increases thereto, even if the Participant later revokes or modifies
the Contrary Election. A Participants Contrary Election continues in effect
until the Participant subsequently changes his/her Salary Reduction Agreement.

(6)
Automatic Deferral election notice.If
the Employer in its Adoption Agreement elects the Automatic Deferral, the Plan
Administrator must provide a notice (consistent with Applicable Law) to each
Eligible Employee which explains the effect of the Automatic Deferral and a
Participants right to make a Contrary Election, including the procedure and
timing applicable to the Contrary Election. The Plan Administrator must provide
the notice to an Eligible Employee a reasonable period prior to that Employees
commencement of participation in the Plan subject to the Automatic Deferral.
The Plan Administrator also must provide Participants with the effective
opportunity to make a Contrary Election at least once during each Plan Year.

(7)
Treatment of Automatic Deferrals/Roth or Pre-Tax. The
Plan Administrator will treat Automatic Deferrals as Elective Deferrals for all
purposes under the Plan, including application of limitations,
nondiscrimination testing and distributions. If the Employer in its Adoption
Agreement has elected to permit Roth Deferrals, Automatic Deferrals are Pre-Tax
Deferrals unless the Employer in Appendix B elects otherwise.

(C) Cash or Deferred Arrangement (CODA).
The Employer in its Adoption Agreement may elect to apply the CODA provisions
of this Section 3.02(C). Under a CODA, a Participant may elect to receive in
cash his/her proportionate share of the Employers cash or deferred
contribution, in accordance with the Employers Adoption Agreement election. A
Participants proportionate share of the Employers cash or deferred
contribution is the percentage of the total cash or deferred contribution which
bears the same ratio that the Participants Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year. For
purposes of determining each Participants proportionate share of the cash or
deferred contribution, a Participants Compensation is his/her Compensation for
Nonelective Contribution allocations (unless the Employer elects otherwise in
its Adoption Agreement) as determined under Section 1.11, excluding any effect
the proportionate share may have on the Participants Compensation for the Plan
Year. The Plan Administrator will determine the proportionate share prior to
the Employers actual contribution to the Trust, to provide the Participants
with the opportunity to file cash elections. The Employer will pay directly to
the Participant the portion of his/her proportionate share the Participant has
elected to receive in cash.

(D) Catch-Up Deferrals.
The Employer in its Adoption Agreement will elect whether or not to permit
Catch-Up Eligible Participants to make Catch-Up Deferrals to the Plan under
this Section 3.02(D).

(1)
Definition of Catch-Up Eligible Participant. A
Catch-Up Eligible Participant is a Participant who is eligible

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Defined Contribution Prototype and
Volume Submitter Plan

to make Elective Deferrals and who has attained at least age 50 or who
will attain age 50 before the end of the Taxable Year in which he/she will make
a Catch-Up Deferral. A Participant who dies or who incurs a Separation from
Service before actually attaining age 50 in such Taxable Year is a Catch-Up
Eligible Participant.

(2)
Definition of Catch-Up Deferral. A Catch-Up Deferral
is an Elective Deferral by a Catch-up Eligible Participant and which exceeds:
(a) a Plan limit on Elective Deferrals under Section 3.02(A); (b) the Annual
Additions Limit under Section 4.05(B); (c) the Elective Deferral Limit under
Section 4.10(A); or (d) the ADP Limit under Section 4.10(B).

(3)
Limit on Catch-Up Deferrals. A Participants Catch-Up
Deferrals for a Taxable Year may not exceed the lesser of: (a) 100% of the
Participants Compensation for the Taxable Year when added to the Participants
other Elective Deferrals; or (b) the Catch-Up Deferral dollar limit in effect
for the Taxable Year as set forth below:

|     |  |                 |       |             |   |       | 
|---- |  | --------------- | ----- | ----------- | - | ----- | 
|Year |  | Non-SIMPLE Plan |       | SIMPLE Plan |  
|     |  |                 |       |             |  
|2002 |  | $               | 1,000 |             | $ | 500   | 
|2003 |  | $               | 2,000 |             | $ | 1,000 | 
|2004 |  | $               | 3,000 |             | $ | 1,500 | 
|2005 |  | $               | 4,000 |             | $ | 2,000 | 
|2006 |  | $               | 5,000 |             | $ | 2,500 | 

(4)
Adjustment after 2006. After the 2006 Taxable Year,
the Secretary of the Treasury will adjust the Catch-Up Deferral dollar limit in
multiples of $500 under Code §414(v)(2)(C).

(5)
Treatment of Catch-Up Deferrals. Catch-Up Deferrals
are not: (a) subject to the Annual Additions Limit under Section 4.05(B); (b)
subject to the Elective Deferral Limit under Section 4.10(A); (c) included in a
Participants ADR in calculating the Plans ADP under Section 4.10(B); or (d)
taken into account in determining the Highest Contribution Rate under Section
10.06(E). Catch-Up Deferrals are taken into account in determining the Plans
Top-Heavy Ratio under Section 10.06(K). Otherwise, Catch-Up Deferrals are
treated as other Elective Deferrals.

(6)
Universal availability. If the Employer permits
Catch-Up Deferrals to its Plan, the right of all Catch-Up Eligible Participants
to make Catch-Up Deferrals must satisfy the universal availability requirement
of Treas. Reg. §1.414(v)-1(e). If the Employer maintains more than one
applicable plan within the meaning of Treas. Reg. §1.414(v)-1(g)(1), and any of
the applicable plans permit Catch-Up Deferrals, then any Catch-up Eligible
Participant in any such plans must be permitted to have the same effective
opportunity to make the same dollar amount of Catch-Up Deferrals. Any
Plan-imposed limit on total Elective Deferrals including Catch-Up Deferrals may
not be less than 75% of a Participants gross Compensation.

(E) Roth Deferrals.
Effective for Taxable Years beginning in 2006, the Employer in its 401(k) Plan
Adoption Agreement may elect to permit Roth Deferrals. The Employer must also
elect to permit Pre-Tax Deferrals if the Employer elects to permit Roth
Deferrals. The Plan Administrator will administer Roth Deferrals in accordance
with this Section 3.02(E).

(1)
Treatment of Roth Deferrals. The Plan Administrator
will treat Roth Deferrals as Elective Deferrals for all purposes of the Plan,
except where the Plan or Applicable Law indicate otherwise.

(2)
Separate accounting. The Plan Administrator will
establish a Roth Deferral Account for each Participant who makes any Roth
Deferrals and Earnings thereon in accordance with Section 7.04(A)(1). The Plan
Administrator will establish a Pre-Tax Account and Earnings thereon for each
Participant who makes any Pre-Tax Deferrals in accordance with Section
7.04(A)(1). The Plan Administrator will credit only Roth Deferrals and Earnings
thereon (allocated on a reasonable and consistent basis) to a Participants
Roth Deferral Account.

(3)
No re-classification. An Elective
Deferral contributed to the Plan either as a Pre-Tax Deferral or as a Roth
Deferral may not be re-classified as the other type of Elective Deferral.

(F) Elective Deferrals as Employer
Contributions. Where the context requires under the
Plan, Elective Deferrals are Employer Contributions except: (1) under Section
3.04 relating to allocation of Employer Contributions; (2) under Section 3.06
relating to allocation conditions; (3) under Section 5.03 relating to vesting;
and (4) where the Code prohibits the use of Elective Deferrals to satisfy
qualified plan requirements.

3.03 MATCHING
CONTRIBUTIONS. If the Employer elects in its Adoption Agreement to provide
for Matching Contributions (or if Section 3.03(C)(2) applies), the Plan
Administrator will apply the provisions of this Section 3.03.

(A) Matching Formula: Type, Rate/Amount,
Limitations and Time Period. The Employer in its
Adoption Agreement must elect the type(s) of Matching Contributions (Fixed or
Discretionary Matching Contributions), and as applicable, the Matching
Contribution rate(s)/amount(s), the limit(s) on Elective Deferrals or Employee
Contributions subject to match, the limit(s) on the amount of Matching
Contributions, and the time period the Plan Administrator will apply in the
computation of any Matching Contributions. If the Employer in its Adoption
Agreement elects to apply any limit on Matching Contributions based on pay
periods or on any other time period which is less than the Plan Year, the Plan
Administrator will determine the limits in accordance with the time period
specified and will not take into account any other Compensation or Elective
Deferrals not within the applicable time period, even in the case of a
Participant who becomes eligible for the match mid-Plan Year and regardless of
the Employers election as to Pre-Entry Compensation.

(1)
Fixed Match. The Employer in its Adoption Agreement
may elect to make a Fixed Matching Contribution to the Plan under one or more
formulas.

(a)
Allocation. The Employer may contribute on a
Participants behalf under a Fixed Matching Contribution formula only to the
extent that the Participant makes Elective Deferrals or Employee Contributions
which are subject to the formula and if the Participant satisfies the
allocation conditions for Fixed Matching Contributions, if any, the Employer
elects in its Adoption Agreement.

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Defined Contribution
Prototype and Volume Submitter Plan

(2)
Discretionary Match. The Employer in its Adoption
Agreement may elect to make a Discretionary Matching Contribution to the Plan.

(a)
Allocation. To the extent the Employer makes
Discretionary Matching Contributions, the Plan Administrator will allocate the
Discretionary Matching Contributions to the Account of each Participant
entitled to the match under the Employers discretionary matching allocation
formula and who satisfies the allocation conditions for Discretionary Matching
Contributions, if any, the Employer elects in its Adoption Agreement. The
Employer under a Discretionary Matching Contribution retains discretion over
the amount of its Matching Contributions, and, except as the Employer otherwise
elects in its Adoption Agreement, the Employer also retains discretion over the
matching formula. See Section 1.34(B).

(3)
Roth Deferrals. Unless the Employer elects otherwise
in its Adoption Agreement, the Employers Matching Contributions apply in the
same manner to Roth Deferrals as they apply to Pre-Tax Deferrals.

(4)
Contribution timing.Except as
described in Section 3.05 regarding a Safe Harbor 401(k) Plan, the time period
that the Employer elects for computing its Matching Contributions does not
require that the Employer actually contribute the Matching Contribution at any
particular time. As to Matching Contribution timing and the ACP test, see
Section 4.10(C)(5)(e)(iii).

(5)
Participating Employers. If any
Participating Employers contribute Matching Contributions to the Plan, the
Employer in its Adoption Agreement must elect: (a) whether each Participating
Employer will be subject to the same or different Matching Contribution
formulas than the Signatory Employer; and (b) whether the Plan Administrator
will allocate Matching Contributions only to Participants directly employed by
the contributing Employer or to all Participants regardless of which Employer
contributes or how much any Employer contributes. The allocation of Matching
Contributions under this Section 3.03(A)(5) also applies to the allocation of
any forfeiture attributable to Matching Contributions and which the Plan
allocates to Participants.

(B) Regular Matching Contributions.
If the Employer in its Adoption Agreement elects to make Matching
Contributions, such contributions are Regular Matching Contributions unless:
(i) the Employer in its Adoption Agreement elects to treat some or all Matching
Contributions as a Plan-Designated QMAC under Section 3.03(C)(1); or (ii) the
Employer makes an Operational QMAC under Section 3.03(C)(2).

(1)
Separate Account. The Plan Administrator will
establish a separate Regular Matching Contribution Account for each Participant
who receives an allocation of Regular Matching Contributions in accordance with
Section 7.04(A)(1).

(C) QMAC. The
provisions of this Section 3.03(C) apply to QMAC contributions.

(1)
Plan-Designated QMAC. The Employer in its 401(k) Plan
Adoption Agreement will elect whether or not to treat some or all Matching
Contributions as a QMAC (Plan-Designated QMAC). If The Employer elects any
Plan-Designated QMAC, the Employer in its Adoption Agreement will elect whether
to allocate the QMAC to all Participants or only to NHCE Participants. The Plan
Administrator will allocate a Plan-Designated QMAC only to those Participants
who have satisfied eligibility conditions under Article II to receive Matching
Contributions (or if applicable, to receive QMACs) and who have satisfied any
allocation conditions under Section 3.06 the Employer has elected in the
Adoption Agreement as applicable to QMACs.

(2)
Operational QMAC.The Employer, to facilitate the Plan
Administrators correction of test failures under Section 4.10, (or to lessen
the degree of such failures), but only if the Plan is using Current Year
Testing, also may make Discretionary Matching Contributions as QMACs to the
Plan (Operational QMAC), irrespective of whether the Employer in its Adoption
Agreement has elected to provide for any Matching Contributions or
Plan-Designated QMACs. The Plan Administrator, in its discretion, will allocate
the Operational QMAC, but will limit the allocation of any Operational QMAC
only to some or all NHCEs who are ADP Participants or ACP Participants under
Sections 4.11(A) and (B). The Plan Administrator may allocate an Operational
QMAC to any such NHCE Participants who are eligible to make (and who actually
make) Elective Deferrals or Employee Contributions even if such Participants
have not satisfied any eligibility conditions under Article II applicable to
Matching Contributions (including QMACs) or have not satisfied any allocation
conditions under Section 3.06 applicable to Matching Contributions (or to
QMACs). Where the Plan Administrator disaggregates the Plan for coverage and
for nondiscrimination testing under the otherwise excludible employees rule
described in Section 4.06(C), the Plan Administrator also may limit the QMAC
allocation to those NHCEs in any disaggregated plan which actually is subject
to ADP and ACP testing (because there are HCEs in that disaggregated plan).

(3)
Separate Account. The Plan Administrator will
establish a separate QMAC Account for each Participant who receives an
allocation of QMACs in accordance with Section 7.04(A)(1).

(D) Matching Catch-Up Deferrals.
The Employer in its 401(k) Plan Adoption Agreement must elect whether or not to
match any Catch-Up Deferrals if the Plan permits Catch-Up Deferrals. The
Employers election to match Catch-Up Deferrals will apply to all Matching
Contributions or will specify the Fixed Matching Contributions or Discretionary
Matching Contributions which apply to the Catch-Up Deferrals. Regardless of the
Employers Adoption Agreement election, in a Safe Harbor 401(k) Plan, the Plan
will apply the Basic Matching Contribution or Enhanced Matching Contribution to
Catch-Up Deferrals and if the Plan will satisfy the ACP test safe harbor under
Section 3.05(G), the Employer will apply any Additional Matching Contribution
to Catch-Up Deferrals.

(E) Targeting Limitations.
Matching Contributions, for nondiscrimination testing purposes, are subject to
the targeting limitations in Section 4.10(D). The Employer will not make an
Operational QMAC in an amount which exceeds the targeting limitations.

3.04 NONELECTIVE/EMPLOYER
CONTRIBUTIONS. If the Employer elects to provide for Nonelective
Contributions to a Profit Sharing Plan or 401(k)

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Defined Contribution Prototype and
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Plan (or if Section 3.04(C)(2) applies), or the Plan is a Money
Purchase Pension Plan or a Target Benefit Plan, the Plan Administrator will
apply the provisions of this Section 3.04.

(A) Amount and Type.
The Employer in its Adoption Agreement must elect the type and amount of
Nonelective Contributions or other Employer Contributions.

(1)
Discretionary Nonelective Contribution. The Employer
in its Adoption Agreement may elect to make Discretionary Nonelective
Contributions.

(2)
Fixed Nonelective or other Employer Contributions. The
Employer in its Adoption Agreement may elect to make Fixed Nonelective
Contributions or Money Purchase Pension Plan or Target Benefit Plan
Contributions. The Employer must specify the time period to which any fixed
contribution formula will apply (which is deemed to be the Plan Year if the
Employer does not so specify) and must elect the allocation method which may be
the same as the contribution formula or may be a different allocation method
under Section 3.04(B).

(3)
Prevailing Wage Contribution. The Employer in its
Nonstandardized Plan or Volume Submitter Plan may elect to make fixed Employer
Contributions pursuant to a Prevailing Wage Contract. In such event, the
Employers Prevailing Wage Contributions will be made in accordance with the
Prevailing Wage Contract, based on hourly rate, employment category, employment
classification and such other factors as such contract specifies. The Employer
in its Adoption Agreement must elect whether to offset the Employer
Contributions (which are not Prevailing Wage Contributions) to this Plan or to
another Employer plan, by the amount of the Participants Prevailing Wage
Contributions. To offset any Employer Contribution, the Prevailing Wage
Contribution must comply with any distribution restriction under Section
6.01(C)(4) otherwise applicable to the Employer Contribution being offset and
the Plan Administrator must account for the Prevailing Wage Contribution
accordingly. See Section 5.03(E) regarding vesting of Prevailing Wage
Contributions.

(4)
Participating Employers.If any
Participating Employers contribute Nonelective Contributions or other Employer
Contributions to the Plan, the Employer in its Adoption Agreement must elect:
(a) whether each Participating Employer will be subject to the same or
different Nonelective/Employer Contribution formulas under Section 3.04(A) and
allocation methods under Section 3.04(B) than the Signatory Employer; and (b)
whether, under Section 3.04(B), the Plan Administrator will allocate
Nonelective/Employer Contributions only to Participants directly employed by
the contributing Employer or to all Participants regardless of which Employer
contributes or how much any Employer contributes. The allocation of
Nonelective/Employer Contributions under this Section 3.04(A)(4) also applies
to the allocation of any forfeiture attributable to Nonelective/Employer
Contributions and which the Plan allocates to Participants.

(B) Method of Allocation.
The Employer in its Adoption Agreement must specify the method of allocating
Nonelective Contributions or other Employer Contributions to the Trust. The
Plan Administrator will apply this Section 3.04(B) by including in the
allocation only those Participants who have satisfied the Plans allocation
conditions under Section 3.06, if any, applicable to the contribution. The Plan
Administrator, in allocating a contribution under any allocation formula which
is based in whole or in part on Compensation, will take into account
Compensation under Section 1.11 as the Employer elects in its Adoption
Agreement and only will take into account the Compensation of the Participants
entitled to an allocation. In addition, if the Employer has elected in its
Adoption Agreement to define allocation Compensation over a time period which
is less than a full Plan Year, the Plan Administrator will apply the allocation
methods in this Section 3.04(B) based on Participant Compensation within the
relevant time period.

(1)
Pro rata allocation formula. The Employer in its
Adoption Agreement may elect a pro rata allocation formula. Under a pro rata
allocation formula, the Plan Administrator will allocate the Employer
Contributions for a Plan Year in the same ratio that each Participants
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

(2)
Permitted disparity allocation formula. The Employer
in its Adoption Agreement may elect a two-tiered or a four-tiered permitted
disparity formula, providing allocations described in (a) or (b) below,
respectively.

(a)
Two-tiered.

(i)
Tier one. Under the first tier, the Plan Administrator
will allocate the Employer Contributions for a Plan Year in the same ratio that
each Participants Compensation plus Excess Compensation (as the Employer
defines that term in its Adoption Agreement) for the Plan Year bears to the
total Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this first tier, as a percentage of each
Participants Compensation plus Excess Compensation, must not exceed the
applicable percentage (5.7%, 5.4%, or 4.3%) listed under Section 3.04(B)(2)(c).

(ii)
Tier two. Under the second tier, the Plan
Administrator will allocate any remaining Employer Contributions for a Plan
Year in the same ratio that each Participants Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year.

(b)
Four-tiered.

(i)
Tier one. Under the first tier, the Plan Administrator
will allocate the Employer Contributions for a Plan Year in the same ratio that
each Participants Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participants Compensation. Solely for purposes of this first tier allocation,
a Participant means, in addition to any Participant who satisfies the
allocation conditions of Section 3.06 for the Plan Year, any other Participant
entitled to a Top-Heavy Minimum Allocation.

(ii)
Tier two. Under the second tier, the Plan
Administrator will allocate the Employer Contributions for a Plan Year in the
same ratio that each Participants Excess Compensation (as the Employer defines
that term in its Adoption Agreement) for the Plan Year bears to the total
Excess Compensation of all Participants for the Plan Year, but not exceeding 3%
of each Participants Excess Compensation.

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Defined Contribution Prototype and Volume
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(iii) Tier three. Under the third tier, the
Plan Administrator will allocate the Employer Contributions for a Plan Year in
the same ratio that each Participants Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this third tier, as a
percentage of each Participants Compensation plus Excess Compensation, must
not exceed the applicable percentage (2.7%, 2.4%, or 1.3%) listed under Section
3.04(B)(2)(c).

(iv) Tier four. Under the fourth tier, the
Plan Administrator will allocate any remaining Employer Contributions for a Plan
Year in the same ratio that each Participants Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year.

(c) Maximum disparity table. For purposes
of the permitted disparity allocation formulas under this Section 3.04(B)(2),
the applicable percentage is:

|                                                                 |  |  |                                      |   |                                      |     |   | 
|---------------------------------------------------------------- |  |  | ------------------------------------ | - | ------------------------------------ | --- | - | 
|Integration
 level %
 of taxable
 wage base                      |  |  | Applicable
 %
 for 2-tiered
 formula |   | Applicable
 %
 for 4-tiered
 formula |    
|                                                                 |  |  |                                      |   |                                      |    
|100%                                                             |  |  | 5.7                                  | % |                                      | 2.7 | %
|                                                                 |  |  |                                      |   |                                      |     |  
|More than 80%
 but less than 100%                                |  |  | 5.4                                  | % |                                      | 2.4 | %
|                                                                 |  |  |                                      |   |                                      |     |  
|More than
 20% (but not less than $10,001) and not more than 80% |  |  | 4.3                                  | % |                                      | 1.3 | %
|                                                                 |  |  |                                      |   |                                      |     |  
|20% (or
 $10,000, if greater) or less                            |  |  | 5.7                                  | % |                                      | 2.7 | %

(d) Overall permitted disparity limits.

(i) Annual overall permitted disparity limit.
Notwithstanding Sections 3.04(B)(2)(a) and (b), for any Plan Year the Plan
benefits any Participant who benefits under another qualified plan or under a
simplified employee pension plan (as defined in Code §408(k)) maintained by the
Employer that provides for permitted disparity (or imputes disparity), the Plan
Administrator will allocate Employer Contributions to the Account of each
Participant in the same ratio that each Participants Compensation bears to the
total Compensation of all Participants for the Plan Year.

(ii) Cumulative permitted disparity limit.
Effective for Plan Years beginning after December 31, 1994, the cumulative
permitted disparity limit for a Participant is 35 total cumulative permitted
disparity years. Total cumulative permitted disparity years means the number
of years credited to the Participant for allocation or accrual purposes under
the Plan, any other qualified plan or simplified employee pension plan (whether
or not terminated) ever maintained by the Employer. For purposes of determining
the Participants cumulative permitted disparity limit, the Plan Administrator
will treat all years ending in the same calendar year as the same year. If the
Participant has not benefited under a Defined Benefit Plan or under a Target
Benefit Plan of the Employer for any year beginning after December 31, 1993,
the Participant does not have a cumulative permitted disparity limit.

For
purposes of this Section 3.04(B)(2)(d), a Participant benefits under a plan
for any Plan Year during which the Participant receives, or is deemed to
receive, a contribution allocation in accordance with Treas. Reg.
§1.410(b)-3(a).

(e) Pro-ration of integration level. In the
event that the Plan Year is less than 12 months and the Plan Administrator will
allocate the Employer Contribution based on Compensation for the short Plan
Year, the Plan Administrator will pro rate the integration level based on the
number of months in the short Plan Year. The Plan Administrator will not pro
rate the integration level in the case of: (i) a Participant who participates
in the Plan for less than the entire 12 month Plan Year and whose allocation is
based on Participating Compensation; (ii) a new Plan established mid-Plan Year,
but with an Effective Date which is as of the beginning of the Plan Year; or
(iii) a terminating Plan which bases allocations on Compensation through the
effective date of the termination, but where the Plan Year continues for the
balance of the full 12 month Plan Year.

(3) Classifications allocation formula. The
Employer in its Nonstandardized Plan or Volume Submitter Plan may elect to specify
classifications of Participants to whom the Plan Administrator will allocate
any Employer Contribution.

(a) Volume Submitter. The Employer in its
Volume Submitter Plan may elect to specify any number of classifications and a
classification may consist of any number of Participants. The Employer also may
elect to put each Participant in his/her own classification. The Plan
Administrator will apportion the Employer Contribution for a Plan Year to the
classifications as the Employer designates at the time that the Employer makes
the contribution. If there is more than one Participant in a classification,
the Plan Administrator will allocate the Employer Contribution for the Plan
Year within each classification as the Employer elects in its Adoption
Agreement which may be: (i) in the same ratio that each Participants
Compensation for the Plan Year bears to the total Plan Year Compensation for
all Participants within the same classification (pro rata); or (ii) the same
dollar amount to each Participant within a classification. If a Participant
during a Plan Year shifts from one classification to another, the Plan
Administrator will apportion the Participants allocation during that Plan Year
pro rata based on the Participants Compensation while a member of each
classification, unless the Employer in Appendix B: (i) specifies apportionment
based on the number of months or days a Participant spends in a classification;
or (ii) elects that the Employer in a nondiscriminatory manner will direct the
Plan Administrator as to which classification the Participant will participate
in during that entire Plan Year.

(b) Nonstandardized Plan. The Employer in
its Nonstandardized Plan may elect to specify any number of classifications and
a classification may consist of any number of Participants. The Employer also
may elect to put each Participant in his/her own classification.
Notwithstanding the foregoing, each NHCE classification must be reasonable as
described in Treas. Reg. §1.410(b)-4(b) and the maximum number of HCE and NHCE
allocation rates is restricted as described below. The Plan Administrator will
apportion the Employer Contribution for a Plan Year to the classifications

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Defined Contribution Prototype and Volume
Submitter Plan

as the Employer designates at the time that the Employer makes the
contribution. If there is more than one Participant in a classification, the
Plan Administrator will allocate the Employer Contribution for the Plan Year
within each classification in the same ratio that each Participants
Compensation for the Plan Year bears to the total Plan Year Compensation for
all Participants within the same classification (pro rata). The maximum number
of allocation rates that the Plan may have during a Plan Year: (i) in the case
of HCEs, is the number of eligible HCEs with a limit of 25 allocation rates;
and (ii) in the case of the NHCEs, is as follows:

|                         |            |                  |          
|------------------------ | ---------- | ---------------- | ---------
|Number of eligible NHCEs |            | Allocation rates
|                         |            |                 
|                        
|                         | 2 or less  |                  | 1        
|                         | 3-8        |                  | 2        
|                         | 9-11       |                  | 3        
|                         | 12-19      |                  | 4        
|                         | 20-29      |                  | 5        
|                         | 30 or more |                  | see below

If there are 30 or more eligible NHCEs, the maximum number of
allocation rates is equal to the number of eligible NHCEs, divided by the
number 5 (rounded to the next lowest whole number if the result is not a whole
number), with a maximum of 25 allocation rates. For this purpose, an
allocation rate is the Participants allocation under this Section
3.04(B)(3)(b), divided by Compensation for nondiscrimination testing under
Section 1.11(F). If, in any Plan Year, the number of classifications the
Employer has elected in the Adoption Agreement exceeds the maximum number of
allocation rates, the Employer will direct the Plan Administrator to allocate
the Employer Contribution in a manner that results in more than one
classification receiving the same allocation rate, and as is sufficient to
bring the number of allocation rates within limits. If a Participant during a
Plan Year shifts from one classification to another, the Employer in a nondiscriminatory
manner will direct the Plan Administrator as to which classification the
Participant will participate in during that entire Plan Year; a Participant may
not participate in more than one classification during a Plan Year. The
limitations of this Section 3.04(B)(3)(b) apply if the Employers adoption of
this Plan is a new Plan and in the case of a Restated Plan, these limitations
apply for Plan Years which begin after the date the Employer executes the
Restated Plan. For Plan Years up to and including the Plan year in which the
Employer adopts the Plan as a Restated Plan, the Employer will apply the Plan
terms as in effect under the prior Plan.

(4) Super-integrated allocation formula.
The Employer in its Volume Submitter Plan may elect a super-integrated
allocation formula. The Plan Administrator will allocate the Employer
Contribution for the Plan Year in accordance with the tiers of priority that
the Employer elects in its Adoption Agreement. The Plan Administrator will not
allocate to the tier with the next lower priority until the Employer has
contributed an amount sufficient to maximize the allocation under the
immediately preceding tier.

(5)
Age-based allocation formula. The Employer in its
Nonstandardized Plan or Volume Submitter Plan may elect an age-based allocation
formula. The Plan Administrator will allocate the Employer Contribution for the
Plan Year in the same ratio that each Participants Benefit Factor for the Plan
Year bears to the sum of the Benefit Factors of all Participants for the Plan
Year.

(a) Definition of Benefit Factor. A
Participants Benefit Factor is his/her Compensation for the Plan Year
multiplied by the Participants Actuarial Factor.

(b) Definition of Actuarial Factor. A
Participants Actuarial Factor is the factor that the Plan Administrator
establishes based on the interest rate and mortality table the Employer elects
in its Adoption Agreement. If the Employer elects to use the UP-1984 table, a
Participants Actuarial Factor is the factor in Table I of Appendix D to the
Adoption Agreement or is the product of the factors in Tables I and II of
Appendix D to the Adoption Agreement if the Plans Normal Retirement Age is not
age 65. If the Employer in its Adoption Agreement elects to use a table other
than the UP-1984 table, the Plan Administrator will determine a Participants
Actuarial Factor in accordance with the designated table (which the Employer
will attach to the Adoption Agreement as a substituted Appendix D) and the
Adoption Agreement elected interest rate.

(6) Uniform points allocation formula. The
Employer in its Nonstandardized Plan or Volume Submitter Plan may elect a
uniform points allocation formula. The Plan Administrator will allocate any
Employer Contribution for a Plan Year in the same ratio that each Participants
points bear to the total points of all Participants for the Plan Year. The Plan
Administrator determines a Participants points in accordance with the
Employers Adoption Agreement elections under which the Employer will elect to
define points based on Years of Service, Compensation and/or age.

(7) Incorporation of fixed or Prevailing Wage
Contribution formula. The Employer in its Adoption Agreement may
elect to allocate Employer Contributions in accordance with the Plans fixed
Employer Contribution formula. In such event, the Plan Administrator will
allocate the Employer Contributions for a Plan Year in accordance with the
Fixed Nonelective or other Employer Contribution formula or in accordance with
the Prevailing Wage Contribution formula the Employer has elected under
Sections 3.04(A)(2) or (3).

(8) Target Benefit/Money Purchase allocation formula.
The Plan Administrator will allocate the Employer Contributions for a Plan Year
to its Money Purchase Pension Plan or to its Target Benefit Plan as provided in
the Employers Adoption Agreement.

(C) QNEC. The
provisions of this Section 3.04(C) apply to QNEC contributions.

(1) Plan-Designated QNEC. The Employer in
its 401(k) Plan Adoption Agreement will elect whether or not to treat some or
all Nonelective Contributions as a QNEC (Plan-Designated QNEC). If the
Employer elects any Plan-Designated QNECs, the Employer in its Adoption
Agreement will elect whether to allocate a Plan-Designated QNEC to all
Participants or only to NHCE Participants and the Employer in its Adoption
Agreement also must elect a QNEC allocation method as follows: (a) pro rata in
relation to Compensation; (b) in the same dollar amount without regard to
Compensation (flat dollar); (c) under the reverse allocation method; or (d)
under any other method subject to the testing limitations of Section
3.04(C)(5). The Plan Administrator

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Defined Contribution Prototype and Volume
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will allocate an QNEC under this Section 3.04(C)(1) only to those
Participants who have satisfied eligibility conditions under Article II to
receive Nonelective Contributions (or if applicable, to QNECs) and who have
satisfied any allocation conditions under Section 3.06 the Employer has elected
in the Adoption Agreement as applicable to QNECs.

(2) Operational QNEC. The Employer, to
facilitate the Plan Administrators correction of test failures under Section
4.10, (or to lessen the degree of such failures), but only if the Plan is using
Current Year Testing, also may make Discretionary Nonelective Contributions as
QNECs to the Plan (Operational QNEC), irrespective of whether the Employer in
its Adoption Agreement has elected to provide for any Nonelective Contributions
or Plan-Designated QNECs. The Plan Administrator, in its discretion, will
allocate the Operational QNEC, but will limit the allocation of any Operational
QNEC only to some or all NHCE Participants who are ADP Participants or ACP
Participants under Sections 4.11(A) and (B). The Plan Administrator
operationally must elect whether to allocate an Operational QNEC to NHCE ADP
Participants: (a) pro rata in relation to Compensation; (b) in the same dollar
amount without regard to Compensation (flat dollar); (c) under the reverse
allocation method; or (d) under any other method; provided, that any QNEC
allocation is subject to the limitations of Section 3.04(C)(5). The Plan Administrator
may allocate an Operational QNEC to any NHCE ADP or ACP Participants even if
such Participants have not satisfied any eligibility conditions under Article
II applicable to Nonelective Contributions (including QNECs) or have not
satisfied any allocation conditions under Section 3.06 applicable to
Nonelective Contributions (or to QNECs). Where the Plan Administrator
disaggregates the Plan for coverage and for nondiscrimination testing under the
otherwise excludible employees rule described in Section 4.06(C), the Plan
Administrator also may limit the QNEC allocation to those NHCEs in any
disaggregated plan which actually is subject to ADP and ACP testing (because
there are HCEs in that disaggregated plan), The Employer may designate all or
any part of its Prevailing Wage Contribution as a QNEC, provided that the
Prevailing Wage Contribution qualifies as a QNEC and that QNEC treatment is not
inconsistent with the Prevailing Wage Contract.

(3) Reverse QNEC allocation. Under the
reverse QNEC allocation method, the Plan Administrator (subject to Section 3.06
if applicable), will allocate a QNEC first to the NHCE Participant(s) with the
lowest Compensation for the Plan Year in an amount not exceeding the Annual
Additions Limit for each Participant, with any remaining amounts allocated to
the next highest paid NHCE Participant(s) not exceeding his/her Annual
Additions Limit and continuing in this manner until the Plan Administrator has
fully allocated the QNEC.

(4) Separate Account. The Plan
Administrator will establish a separate QNEC Account for each Participant who
receives an allocation of QNECs in accordance with Section 7.04(A)(1).

(5) Anti-conditioning and targeting. The
Employer in its Adoption Agreement and the Plan Administrator in operation may
not condition the allocation of any QNEC under this Section 3.04(C), on whether
a Participant has made Elective Deferrals. The nondiscrimination testing of
QNECs also is subject to the targeting limitations of Section 4.10(D). The
Employer will not make an Operational QNEC in an amount which exceeds the
targeting limitations.

(6) Standardized Plan limitation. The
Employer in its Standardized Plan may not elect a reverse QNEC allocation
method or any similar QNEC allocation method even if such allocation would
comply with Section 3.04(C)(5).

(D) Qualified Replacement Plan.
The Employer may establish or maintain this Plan as a qualified replacement
plan as described in Code §4980 under which the Plan may receive a Transfer
from a terminating qualified plan the Employer also maintains. The Plan
Administrator will credit the transferred amounts to a suspense account under
the Plan and thereafter the Plan Administrator will allocate the transferred
amounts under this Section 3.04(D) in the same manner as the Plan Administrator
allocates Employer Nonelective Contributions.

3.05 SAFE
HARBOR 401(k) CONTRIBUTIONS. The Employer in its 401(k) Plan Adoption
Agreement may elect to apply to its Plan the safe harbor provisions of this
Section 3.05.

(A) Prior Election and Notice/12 Month Plan
Year. Except as otherwise provided in this Plan or in
accordance with Applicable Law, an Employer: (i) prior to beginning of the Plan
Year to which the safe harbor provisions apply, must elect the safe harbor plan
provisions of this Section 3.05; (ii) prior to the beginning of the Plan Year
to which the safe harbor provisions apply, must satisfy the applicable notice
requirements; and (iii) must apply the safe harbor provisions for the entire 12
month safe harbor Plan Year.

(1) Short Plan Year. An Employers Plan may
be a Safe Harbor 401(k) Plan in a short Plan Year: (a) as provided in Sections
3.05(I)(3) or (4), relating to the initial safe harbor Plan Year; (b) after the
Final 401(k) Regulations Effective Date if the Employer creates a short Plan
Year by changing its Plan Year, provided that the Employer maintains the Plan
as a Safe Harbor 401(k) Plan in the Plan Years both before and after the short
Plan Year as described in Treas. Reg. §1.401(k)-3(e)(3); or (c) after the Final
401(k) Regulations Effective Date if the short Plan Year is the result of the
Employers termination of the Plan under Section 3.05(I)(5).

(B) Effect/Remaining Terms/Testing Status.
The provisions of this Section 3.05 apply to an electing Employer
notwithstanding any contrary provision of the Plan and all other remaining Plan
terms continue to apply to the Employers Safe Harbor 401(k) Plan. An Employer
which elects and operationally satisfies the safe harbor provisions of this
Section 3.05 is not subject to the nondiscrimination provisions of Section
4.10(B) (ADP test). An electing Employer which provides for an Enhanced
Matching Contribution under Section 3.05(E)(5) or for Additional Matching Contributions
under Section 3.05(F) is subject to the nondiscrimination provisions of Section
4.10(C) (ACP test), unless the Employer elects in its Adoption Agreement to
apply the ACP test safe harbor described in Section 3.05(G). If the Plan is a
Safe Harbor 401(k) Plan, for purposes of testing in future (non-safe harbor)
Plan Years, the Plan in the safe harbor Plan Year is deemed to be using Current
Year Testing as to the ADP test and is deemed to be using Current Year Testing
for the ACP test if the Plan in the safe harbor Plan Year satisfies the ACP
test safe harbor. If a

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Defined Contribution Prototype and Volume
Submitter Plan

Safe Harbor 401(k) Plan is subject to Sections 3.05(I)(1) or (2), the
Plan in such Plan Year is deemed to be using Current Year Testing for both the
ADP and ACP tests.

(C) Compensation for Allocation.
In allocating Safe Harbor Contributions and Additional Matching Contributions
that satisfy the ACP test safe harbor under Section 3.05(G) and for Elective
Deferral allocation under this Section 3.05, the following provisions apply:

(1) Safe Harbor and Additional Matching allocation.
For purposes of allocating the Employers Safe Harbor Contributions and ACP
test safe harbor Additional Matching Contributions, if any, Compensation is
limited as described in Section 1.11(E) and Employer must elect under its
Adoption Agreement a nondiscriminatory definition of Compensation as described
in Section 1.11(F). The Employer in its Adoption Agreement may not elect to
limit NHCE Compensation to a specified dollar amount, except as required under
Section 1.11(E).

(2) Deferral allocation. An Employer in its
Adoption Agreement may elect to limit the type of Compensation from which a
Participant may make an Elective Deferral to any reasonable definition. The
Employer in its Adoption Agreement also may elect to limit the amount of a
Participants Elective Deferrals to a whole percentage of Compensation or to a
whole dollar amount, provided each Eligible NHCE Participant may make Elective
Deferrals in an amount sufficient to receive the maximum Matching Contribution,
if any, available under the Plan and may defer any lesser amount. However, a
Participant may not make Elective Deferrals in the event that the Participant
is suspended from doing so under Section 6.07(A)(2), relating to hardship
distributions or to the extent that the allocation would exceed a Participants
Annual Additions Limit in Section 4.05(B) or the maximum Deferral Limit in
Section 4.10(A). If the Plan permits Roth Deferrals in addition to Pre-Tax
Deferrals, Elective Deferrals for purposes of Section 3.05 includes both Roth
Deferrals and Pre-Tax Deferrals.

(D) Early Elective Deferrals/Delay of Safe
Harbor Contribution. If the Employer in its Adoption
Agreement elects any age and service eligibility requirements for Elective
Deferrals that are less than age 21 and one Year of Service (with one Year of
Service being defined as completion of 1,000 Hours of Service during the relevant
Eligibility Computation Period), the Employer in its Adoption Agreement may
elect to limit Safe Harbor Contributions to the Participants who have attained
age 21 and who have satisfied the foregoing one Year of Service requirement.
The Plan Administrator under this Adoption Agreement election will apply the
OEE rule under Section 4.06(C) and will perform the ADP (and ACP) tests as
necessary for the Participants who are in the disaggregated plan which benefits
the Otherwise Excludible Employees. The disaggregated plan which benefits the
Includible Employees is a Safe Harbor 401(k) Plan under this Section 3.05.
However, nothing in this Section 3.05(D) affects the obligation of the Employer
under Article X in the event that the Plan is top-heavy, to provide a Top-Heavy
Minimum Allocation for Non-Key Employee Participants in the Elective Deferral
component of the Plan who have not satisfied the age and service requirements
applicable to the Safe Harbor Contributions. Under this Section 3.05(D),
eligibility for Additional Matching Contributions and for Nonelective
Contributions which are not Safe Harbor Nonelective Contributions is controlled
by the Employers Adoption Agreement elections and is not necessarily limited
to age 21 and one Year of Service as is the case for Safe Harbor Contributions.
However, as to ACP test safe harbor treatment for Additional Matching
Contributions, see Section 3.05(F)(3).

(E) Safe Harbor Contributions/ADP Test Safe
Harbor. An Employer which elects under this Section
3.05(E) to apply the safe harbor provisions, must satisfy the ADP test safe
harbor contribution requirement under Code §401(k)(12) by making a Safe Harbor
Contribution to the Plan. Except as otherwise provided in this Section 3.05,
the Employer must make its Safe Harbor Contributions (and any Additional
Matching Contributions which will satisfy the ACP test safe harbor), no later
than twelve months after the end of the Plan Year to which such contributions
are allocated. If the Employer satisfies this Section 3.05(E) and the remaining
applicable provisions of Section 3.05, Elective Deferrals are not subject to
nondiscrimination testing under Section 4.10(B) (ADP test). The Employer in its
Adoption Agreement may elect to apply forfeitures toward satisfaction of the Employers
required Safe Harbor Contribution.

(1) Definition of Safe Harbor Contribution.
A Safe Harbor Contribution is a Safe Harbor Nonelective Contribution or a Safe
Harbor Matching Contribution as the Employer elects in its Adoption Agreement.

(2) Definition of Safe Harbor Nonelective
Contribution. A Safe Harbor Nonelective Contribution is a Fixed
Nonelective Contribution in an amount the Employer elects in its Adoption
Agreement, which must equal at least 3% of each Participants Compensation
unless the Employer elects to limit Safe Harbor Nonelective Contributions to
NHCEs under Section 3.05(E)(8) or unless Section 3.05(D) applies. A Safe Harbor
Nonelective Contribution is a QNEC.

(3) Definition of Safe Harbor Matching Contribution.
A Safe Harbor Matching Contribution is a Basic Matching Contribution or an
Enhanced Matching Contribution. Under a Safe Harbor Matching Contribution an
HCE may not receive a greater rate of match at any level of Elective Deferrals
than any NHCE. A Safe Harbor Matching Contribution is a QMAC.

(4) Definition of Basic Matching Contribution.
A Basic Matching Contribution is a Fixed Matching Contribution equal to 100% of
a Participants Elective Deferrals which do not exceed 3% of Compensation, plus
50% of Elective Deferrals which exceed 3%, but do not exceed 5% of
Compensation.

(5) Definition of Enhanced Matching Contribution.
An Enhanced Matching Contribution is a Fixed Matching Contribution made in
accordance with any formula the Employer elects in its Adoption Agreement under
which: (a) at any rate of Elective Deferrals, a Participant receives a Matching
Contribution which is at least equal to the match the Participant would receive
under the Basic Matching Contribution formula; and (b) the rate of match does
not increase as the rate of Elective Deferrals increases.

(6) Time
period for computing/contributing Safe Harbor Matching Contribution.

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Defined Contribution Prototype and Volume
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(a)
Computation. The Employer in its Adoption Agreement
must elect the applicable time period for computing the Employers Safe Harbor
Matching Contributions. If the Employer fails to so elect, the Employer is
deemed to have elected to compute its Safe Harbor Matching Contribution based
on the Plan Year.

(b)
Contribution deadline. If the Employer elects to
compute its Safe Harbor Matching Contribution based on a time period which is
less than the Plan Year, the Employer must contribute the Safe Harbor Matching
Contributions to the Plan no later than the end of the Plan Year quarter which
follows the quarter in which the Elective Deferral that gave rise to the Safe Harbor
Matching Contribution was made. If the Employer fails to contribute by the
foregoing deadline, the Employer will correct the operational failure by
contributing the Safe Harbor Matching Contribution as soon as is possible and
will also contribute Earnings on the Contribution. See Section 7.08. If the
time period for computing the Safe Harbor Matching Contribution is the Plan
Year, the Employer must contribute the Safe Harbor Matching Contribution to the
Plan no later than twelve months after the end of the Plan Year to which the
Safe Harbor Contribution is allocated.

(7)
No allocation conditions. The Plan Administrator must
allocate the Employers Safe Harbor Contribution without regard to the Section
3.06 allocation conditions, if any, the Employer has elected as to non-Safe
Harbor Contributions.

(8)
NHCEs must receive allocation; further election of allocation group.
Subject to Section 3.05(D), the Plan Administrator must allocate the Safe
Harbor Contribution to NHCE Participants, which for purposes of Section 3.05
means NHCEs who are eligible to make Elective Deferrals. The Employer in its
Adoption Agreement, must elect whether to allocate Safe Harbor Contributions:
(a) to all Participants; (b) only to NHCE Participants; or (c) to NHCE
Participants and to designated HCE Participants.

(9)
100% vesting/distribution restrictions. A
Participants Account Balance attributable to Safe Harbor Contributions at all
times is 100% Vested and is subject to the distribution restrictions described
in Section 6.01(C)(4)(b).

(10)
Possible application of ACP test. If the Plans sole
Matching Contribution is a Basic Matching Contribution, the Basic Matching
Contribution is not subject to nondiscrimination testing under Section 4.10(C)
(ACP test). The Employer in its Adoption Agreement must elect whether to
satisfy the ACP test safe harbor amount limitation under Section 3.05(G) with
respect to the Employers Enhanced Matching Contributions or to test its
Enhanced Matching Contributions under Section 4.10(C) (ACP test). As of the
Final 401(k) Regulations Effective Date, the Employer in its Adoption Agreement
may elect to test Enhanced Matching Contributions using Current Year Testing or
Prior Year Testing. Prior to the Final 401(k) Regulations Effective Date, the
Employer was limited to Current Year Testing under Notice 98-52.

(11)
Application to other allocations/testing.Except as
the Employer otherwise elects in Appendix B and as described below as to
permitted disparity, any Safe Harbor Nonelective Contributions will be applied
toward (offset) any other allocation to a Participant of a non-Safe Harbor
Nonelective Contribution. An Employer electing to apply the general
nondiscrimination test under Section 4.06(C), may include Safe Harbor
Nonelective Contributions in applying the general test. An Employer which has
elected in its Adoption Agreement to apply permitted disparity in allocating
the Employers Nonelective Contributions made in addition to Safe Harbor Nonelective
Contributions may not include within the permitted disparity formula allocation
any of the Employers Safe Harbor Nonelective Contributions.

(12) Contribution to another plan. An
Employer in its Adoption Agreement may elect to make the Safe Harbor
Contribution to another Defined Contribution Plan the Employer maintains
provided: (a) this Plan and the other plan have the same Plan Years; (b) each
Participant eligible for Safe Harbor Contributions under this Plan is eligible
to participate in the other plan; and (c) the other plan provides that 100%
vesting and the distribution restrictions under Section 6.01(C)(4)(b) apply to
the Safe Harbor Contribution Account maintained within the other plan. An
Employer cannot apply any Safe Harbor Contributions to satisfy the 401(k) safe
harbor requirements in more than one plan.

(F) Additional Matching Contributions.
The Employer in its Adoption Agreement may elect to make Additional Matching
Contributions to its safe harbor Plan under this Section 3.05(F).

(1) Definition of Additional Matching Contributions.
Additional Matching Contributions are Fixed or Discretionary Matching
Contributions(Fixed Additional Matching Contributions or Discretionary
Additional Matching Contributions) the Employer makes to its Safe Harbor
401(k) Plan (including a Safe Harbor 401(k) Plan the Employer elected into
during the Plan Year under Section 3.05(I)(1)) and are not Safe Harbor Matching
Contributions. Additional Matching Contributions are in addition to whatever
type of Safe Harbor Contributions the Employer makes to satisfy the ADP test
safe harbor under Section 3.05(E). If the Employer under Section 3.05(I)(1)
does not elect into the safe harbor as of a Plan Year, any Matching
Contributions for that Plan Year are not Additional Matching Contributions and
as such cannot qualify for the ACP test safe harbor.

(2) Safe harbor or testing. The Employer in
its Adoption Agreement must elect whether to subject the Additional Matching
Contributions to the ACP test safe harbor requirements of Section 3.05(G), or
for the Plan Administrator to test the Additional Matching Contributions (and
any Safe Harbor Matching Contribution) for nondiscrimination under Section
4.10(C) (ACP test). If the Employer under section 3.05(I)(1) elects during the
Plan Year to become a Safe Harbor 401(k) Plan, any Additional Matching which
satisfies the ACP test safe harbor requirements is not subject to the ACP test.
As of the Final 401(k) Regulations Effective Date, the Employer in its Adoption
Agreement may elect to test Additional Matching Contributions (and any Safe
Harbor Matching Contribution) using Current Year Testing or Prior Year Testing.
Prior to such Final 401(k) Regulations Effective Date, the Employer was limited
to Current Year Testing under Notice 98-52.

(3)
Eligibility, vesting, allocation conditions and distributions.
The Employer must elect in its Adoption

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Agreement the eligibility conditions, vesting schedule, allocation
conditions and distribution provisions applicable to the Employers Additional
Matching Contributions. To satisfy the ACP safe harbor under Section 3.05(G),
effective as of the Final 401(k) Regulations Effective Date, any allocation
conditions the Employer otherwise elects in its Adoption Agreement do not apply
to Additional Matching Contributions. However, regardless of whether the Employer
elects to treat the Additional Matching Contributions as being subject to the
ACP test safe harbor, the Employer may elect: (a) to apply a vesting schedule
to the Additional Matching Contributions; and (b) to treat the Additional
Matching Contributions Account as not subject to the distribution restrictions
under Section 6.01(C)(4)(b). If the Employer wishes to apply the ACP test safe
harbor to Additional Matching Contributions, the Employer must not elect
eligibility conditions applicable to the Additional Matching Contribution which
exceed age 21 and one Year of Service and the Employer must elect eligibility
conditions which are the same as it elects for the Safe Harbor Contribution.

(4) Time period for computing/contributing Additional
Matching Contributions.

(a) Computation. The Employer in its
Adoption Agreement must elect the applicable time period for computing the
Employers Additional Matching Contributions. If the Employer fails to so
elect, the Employer is deemed to have elected to compute its Additional
Matching Contribution based on the Plan Year.

(b) Contribution deadline. This Section
3.05(F)(4)(b) applies if the Employer in its Adoption Agreement elects to apply
the ACP test safe harbor under Section 3.05(G) to its Additional Matching
Contributions. If the Employer elects to compute its Additional Matching
Contribution based on a time period which is less than the Plan Year, the
Employer must contribute the Additional Matching Contributions to the Plan no
later than the end of the Plan Year quarter which follows the quarter in which
the Elective Deferral that gave rise to the Additional Matching Contribution
was made. If the Employer fails to contribute by the foregoing deadline, the Employer
will correct the operational failure by contributing the Additional Matching
Contribution as soon as is possible and will also contribute Earnings on the
Contribution. See Section 7.08. If the Employer elects to apply the ACP test
safe harbor and elects the Plan Year as the time period for computing the
Additional Matching Contribution, the Employer must contribute the Additional
Matching Contribution to the Plan no later than twelve months after the end of
the Plan Year to which the Additional Matching Contribution is allocated.

(G) ACP test safe harbor.
The Employer in its Adoption Agreement will elect whether (i) to apply the
amount limitations under this Section 3.05(G) in order to comply with the ACP
test safe harbor as described in this Section 3.05(G); or (ii) the Plan
Administrator must test all Matching Contributions unless the Plans only
Matching Contribution is a Basic Matching Contribution. If the Employer elects
to test, the Employer will elect whether to perform the ACP test using Current
Year or Prior Year Testing. Prior to the Final 401(k) Regulations Effective
Date, the Employer was limited to Current Year Testing under Notice 98-52.

(1) Amount limitations. Under the ACP test
safe harbor: (a) the Employer may not make Matching Contributions as to a
Participants Elective Deferrals which exceed 6% of the Participants Plan Year
Compensation; (b) the amount of any Discretionary Additional Matching
Contribution allocated to any Participant may not exceed 4% of the Participants
Plan Year Compensation; (c) the rate of Matching Contributions may not increase
as the rate of Elective Deferrals increases; and (d) an HCE may not receive a
rate of match greater than any NHCE (taking into account HCE aggregation under
Section 4.10(C)(6)). Requirement (d) does not apply prior to the Final 401(k)
Regulations Effective Date, where such requirement is failed due to the
application of Section 3.06 allocation conditions.

(2) No partial ACP test safe harbor. If the
Employers Plan has more than one Matching Contribution formula, each Matching
Contribution formula must satisfy the ACP test safe harbor or the Plan
Administrator must test all of the Employers Matching Contributions together
under Section 4.10(C) (ACP test).

(3) Employee Contributions. If the Employer
in its Adoption Agreement has elected to permit Employee Contributions under
the Plan: (a) any Employee Contributions do not satisfy the ACP test safe
harbor and the Plan Administrator must test the Employee Contributions under
Section 4.10(C) (ACP test) using Current Year Testing or Prior Year Testing as
the Employer elects in its Adoption Agreement; and (b) if the Employer in its
Adoption Agreement elects to match the Employee Contributions, the Plan
Administrator in applying the 6% amount limit in Section 3.05(G)(1) must
aggregate a Participants Elective Deferrals and Employee Contributions which
are subject to the 6% limit. Prior to the Final 401(k) Regulations Effective
Date, the Employer was limited to Current Year Testing under Notice 98-52.

(H) Safe Harbor Notice.
The Plan Administrator must provide a safe harbor notice to each Participant a
reasonable period prior to each Plan Year for which the Employer in its
Adoption Agreement has elected to apply the safe harbor provisions.

(1) Deemed reasonable notice. The Plan
Administrator is deemed to provide timely notice if the Plan Administrator
provides the safe harbor notice at least 30 days and not more than 90 days
prior to the beginning of the safe harbor Plan Year.

(2) Mid-year notice/new Participant or Plan.
If: (a) an Employee becomes eligible to participate in the Plan during a safe
harbor Plan Year, but after the Plan Administrator has provided the annual safe
harbor notice for that Plan Year; (b) the Employer adopts mid-year a new Safe
Harbor 401(k) Plan; or (c) the Employer amends mid-year its existing Profit
Sharing Plan to add a 401(k) feature and also elects safe harbor status, the
Plan Administrator must provide the safe harbor notice a reasonable period
(with 90 days being deemed reasonable) prior to and no later than the
Employees Entry Date.

(3) Content. The safe harbor notice must
provide comprehensive information regarding the Participants rights and
obligations under the Plan and must be written in a manner calculated to be
understood by the average Participant. The Plan Administrators notice must
satisfy the content requirements of Treas. Reg. §1.401(k)-3(d).

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Defined Contribution Prototype and Volume
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(4) Election following notice. A
Participant may make or modify a Salary Reduction Agreement under the
Employers Safe Harbor 401(k) Plan for 30 days following receipt of the safe
harbor notice, or if greater, for the period the Plan Administrator specifies
in the Salary Reduction Agreement.

(5) Notice failure. If the Plan
Administrator for any Plan Year fails to give a timely safe harbor notice or
gives a notice which does not satisfy the safe harbor notice content
requirements, the Plan is not a Safe Harbor 401(k) Plan for that Plan Year and
the Plan Administrator will test the Plan Year Elective Deferrals and Matching
Contributions, if any, under Sections 4.10(B) and (C). In such event,
notwithstanding the Plans failure to attain safe harbor status, any Adoption
Agreement elections related to the Safe Harbor Contributions continue to apply
unless and until the Employer amends the Plan. Notwithstanding the foregoing,
if the Employer corrects the safe harbor notice failure under Section 7.08, the
Plan is a Safe Harbor 401(k) Plan for the applicable Plan Year.

(I) Mid-Year Changes in Safe Harbor Status.

(1) Contingent (maybe) notice and supplemental
notice-delayed election of Safe Harbor Nonelective Contributions.
The Employer during any Plan Year may elect for its Plan to become a Safe
Harbor 401(k) Plan under this Section 3.05(I)(1) for that Plan Year, provided:
(i) the Plan is using Current Year Testing; (ii) the Employer amends the Plan
to add the safe harbor provisions not later than 30 days prior to the end of
the Plan Year and to apply the safe harbor provisions for the entire Plan Year;
(iii) the Employer elects to satisfy the Safe Harbor Contribution requirement
using the Safe Harbor Nonelective Contribution; and (iv) the Plan Administrator
provides a notice (maybe notice) to Participants prior to the beginning of
the Plan Year for which the safe harbor amendment may become effective, that
the Employer later may elect to become a Safe Harbor 401(k) Plan for that Plan
Year using the Safe Harbor Nonelective Contribution and that if the Employer
does so, the Plan Administrator will provide a supplemental notice to
Participants at least 30 days prior to the end of that Plan Year informing
Participants of the Employers election to provide the Safe Harbor Nonelective
Contribution for that Plan Year. The Employer elects into the safe harbor by
timely giving the supplemental notice and by amending the Plan as described
above. Except as otherwise specified, the Participant notices described in this
Section 3.05(I)(1) also must satisfy the requirements applicable to safe harbor
notices under Section 3.05(H).

(a) Effect on Additional Matching Contributions.
If the Employer gives a maybe notice under this Section 3.05(I)(1), and then
gives the supplemental notice electing into the ADP test safe harbor for the
Plan Year, any Additional Matching Contribution the Employer elects in its
Adoption Agreement will be subject to the ACP test safe harbor or will be
subject to testing under Section 4.10(C) (ACP test) using Current Year Testing,
based on the Employers Adoption Agreement elections relating to the Additional
Matching Contributions. If the Employer does not give a supplemental notice,
any Matching Contributions are not Additional Matching Contributions in that
Plan Year and the Plan Administrator will test all such Matching Contributions
under Section 4.10(C) (ACP test) using Current Year Testing.

(2) Exiting safe harbor matching. The
Employer may amend its Safe Harbor 401(k) Plan during a Plan Year to reduce or
eliminate prospectively, any or all Safe Harbor Matching Contributions or
Additional Matching Contributions, provided: (a) the Plan Administrator
provides a notice to the Participants which explains the effect of the
amendment, specifies the amendments Effective Date and informs Participants
they will have a reasonable opportunity to modify their Salary Reduction
Agreements, and if applicable, Employee Contributions; (b) Participants have a
reasonable opportunity and period prior to the Effective Date of the amendment
to modify their Salary Reduction Agreements, and if applicable, Employee
Contributions; and (c) the amendment is not effective earlier than the later
of: (i) 30 days after the Plan Administrator gives notice of the amendment; or
(ii) the date the Employer adopts the amendment. An Employer which amends its
Safe Harbor 401(k) Plan to eliminate or reduce the any Matching Contribution
under this Section 3.05(I)(2), effective during the Plan Year, must continue to
apply all of the safe harbor requirements of this Section 3.05 until the
amendment becomes effective and also must apply for the entire Plan Year, using
Current Year Testing, the nondiscrimination test under Section 4.10(B) (ADP
test) and the nondiscrimination test under Section 4.10(C) (ACP test). However,
any Employer which eliminates only an Additional Matching Contribution does not
need to test under the ADP test provided that the Plan still satisfies the ADP
test safe harbor.

(3) Amendment of non-401(k) Plan into safe harbor
status. An Employer maintaining a Profit Sharing Plan or pre-ERISA
Money Purchase Pension Plan, during a Plan Year, may amend prospectively its
Plan to become a Safe Harbor 401(k) Plan provided: (a) the Employers Plan is
not a Successor Plan; (b) the Participants may make Elective Deferrals for at
least 3 months during the Plan Year; (c) the Plan Administrator provides the
safe harbor notice described in Section 3.05(H) a reasonable time prior to and
not later than the Effective Date of the 401(k) arrangement; and (d) the Plan
commencing on the Effective Date of the amendment (or such earlier date as the
Employer will specify in its Adoption Agreement), satisfies all of the safe
harbor requirements of this Section 3.05.

(4) New Plan/new Employer. An Employer
(including a new Employer) may establish a new Safe Harbor 401(k) Plan which is
not a Successor Plan, provided; (a) the Plan Year is at least 3 months long;
(b) the Plan Administrator provides the safe harbor notice described in Section
3.05(H) a reasonable time prior to and not later than the Effective Date of the
Plan; and (c) the Plan commencing on the Effective Date of the Plan satisfies
all of the safe harbor requirements of this Section 3.05. If the Employer is
new, the Plan Year may be less than 3 months provided the Plan is in effect as
soon after the Employer is established as it is administratively feasible for the
Employer to establish the Plan.

(5) Plan termination. An Employer may
terminate its Safe Harbor 401(k) Plan mid-Plan Year in accordance with Article
XI and this Section 3.05(I)(5).

(a) Acquisition/disposition or substantial business
hardship. If the Employer terminates its Safe Harbor 401(k) Plan
resulting in a short Plan Year, and the termination is on account of an
acquisition or disposition

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Defined Contribution Prototype and Volume
Submitter Plan

transaction described in Code §410(b)(6)(C), or if termination is on
account the Employers substantial business hardship, within the meaning of
Code §412(d), the Plan remains a Safe Harbor 401(k) Plan for the short Plan
Year provided that the Employer satisfies this Section 3.05 through the
Effective Date of the Plan termination.

(b) Other termination. If the Employer
terminates its Safe Harbor 401(k) Plan for any reason other than as described
in Section 3.05(I)(5)(a), and the termination results in a short Plan Year, the
Employer must conduct the termination under the provisions of Section
3.05(I)(2), except that the Employer need not provide Participants with the
right to change their Salary Reduction Agreements.

3.06 ALLOCATION
CONDITIONS. The Employer in its Adoption Agreement will elect the
allocation conditions, if any, which the Plan Administrator will apply in
allocating Employer Contributions (except for those contributions described
below) and in allocating forfeitures allocated as an Employer Contribution
under the Plan.

(A) Contributions Not Subject to Allocation
Conditions. The Employer may not elect to impose any
allocation conditions on: (1) Elective Deferrals; (2) Safe Harbor
Contributions; (3) commencing as of the Final 2004 401(k) Regulations Effective
Date, Additional Matching Contributions to which the Employer elects to apply
the ACP test safe harbor; (4) Employee Contributions; (5) Rollover
Contributions; (6) Designated IRA Contributions; (7) SIMPLE Contributions; or
(8) Prevailing Wage Contributions, except as may be required by the Prevailing
Wage Contract. The Plan Administrator also may elect under Sections 3.03(C)(2)
and 3.04(C)(2), not to apply to any Operational QMAC or Operational QNEC any
allocation conditions otherwise applicable to Matching Contributions (including
QMACs) or to Nonelective Contributions (including QNECs).

(B) Conditions. The
Employer in its Adoption Agreement may elect to impose allocation conditions
based on Hours of Service or employment at a specified time (or both), in
accordance with this Section 3.06(B). The Employer may elect to impose
different allocation conditions to different Employer Contribution Types under
the Plan. A Participant does not accrue an Employer Contribution or forfeiture
allocated as an Employer Contribution with respect to a Plan Year or other
applicable period, until the Participant satisfies the allocation conditions
for that Employer Contribution Type.

(1) Hours of Service requirement. Except as
required to satisfy the Top-Heavy Minimum Allocation, the Plan Administrator
will not allocate any portion of an Employer Contribution for a Plan Year to
any Participants Account if the Participant does not complete the applicable
minimum Hours of Service (or consecutive calendar days of employment under the
Elapsed Time Method) requirement the Employer specifies in its Adoption
Agreement for the relevant period.

(a) 1,000 HOS in Plan Year/other HOS requirement.
The Employer in its Nonstandardized Plan or Volume Submitter Plan may elect to
require a Participant to complete: (i) 1,000 Hours of Service during the Plan
Year (or to be employed for at least 182 consecutive calendar days under the
Elapsed Time Method); (ii) a specified number of Hours of Service during the
Plan Year which is less than 1,000 Hours of Service; or (iii) a specified
number of Hours of Service within the time period the Employer elects in its
Adoption Agreement, but not exceeding 1,000 Hours of Service in a Plan Year.

(b)
501 HOS/terminees. The Employer in its Adoption
Agreement may elect to require a Participant to complete during a Plan Year 501
Hours of Service (or to be employed for at least 91 consecutive calendar days
under the Elapsed Time Method) to share in the allocation of Employer
Contributions for that Plan Year where the Participant is not employed by the
Employer on the last day of that Plan Year, including the Plan Year in which
the Employer terminates the Plan.

(c) Short Plan Year or allocation period.This
Section 3.06(B)(1)(c) applies to any Plan Year or to any other allocation time
period under the Adoption Agreement which is less than 12 months, where in
either case, the Employer creates a short allocation period on account of a
Plan amendment, the termination of the Plan or the adoption of the Plan with an
initial short Plan Year. In the case of any short allocation period, the Plan
Administrator will prorate any Hour of Service requirement based on the number
of days in the short allocation period divided by the number of days in the
normal allocation period, using 365 days in the case of Plan Year allocation
period. The Employer in Appendix B may elect not to pro-rate Hours of Service
in any short allocation period or to apply a monthly pro-ration method.

(2)
Last day requirement.

(a) Standardized Plan. If the Plan is a
Standardized Plan, a Participant who is employed by the Employer on the last
day of a Plan Year will share in the allocation of Employer Contributions for
that Plan Year without regard to the Participants Hours of Service completed
during that Plan Year.

(b) Nonstandardized or Volume Submitter Plan.
The Employer in its Nonstandardized Plan or Volume Submitter Plan may elect to
require a Participant to be employed by the Employer on the last day of the
Plan Year or other specified period or on a specified date. If the Plan is a
Nonstandardized or Volume Submitter Money Purchase Pension Plan or Target
Benefit Plan, the Plan expressly conditions Employer Contribution allocations
on a Participants employment with the Employer on the last day of the Plan
Year for the Plan Year in which the Employer terminates or freezes the Plan,
even if the Employer in its Adoption Agreement did not elect the last day of
the Plan Year allocation condition.

(C) Time Period. The
Employer in its Adoption Agreement will elect the time period to which the Plan
Administrator will apply any allocation condition. The Employer may elect to
apply the same time period to all Contribution Types or to elect a different
time period based on Contribution Type.

(D) Death, Disability or Normal Retirement
Age. The Employer in its Adoption Agreement will elect
whether any elected allocation condition applies or is waived for a Plan Year
if a Participant incurs a Separation from Service during the Plan Year on
account of the Participants death, Disability or attainment of Normal
Retirement Age in the current Plan Year or on account of the Participants
Disability or

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attainment of Normal Retirement Age in a prior Plan Year. The
Employers election may be based on Contribution Type or may apply to all
Contribution Types.

(E) No Other Conditions.
In allocating Employer Contributions under the Plan, the Plan Administrator
will not apply any other allocation conditions except those the Employer elects
in its Adoption Agreement or otherwise as the Plan may require.

(F) Suspension of Allocation Conditions in a
Nonstandardized or Volume Submitter Plan. The Employer
in its Nonstandardized Plan or Volume Submitter Plan will elect whether to
apply the suspension provisions of this Section 3.06(F). If: (i) Section
3.06(F) applies; (ii) the Plan (or any component part of the Plan) in any Plan
Year must perform coverage testing; and (iii) the Plan (or component part of
the Plan) fails to satisfy coverage under the ratio percentage test under Treas.
Reg. §1.410(b)-2(b)(2), the Plan suspends for that Plan Year any Plan (or
component part of the Plan) allocation conditions in accordance with this
Section 3.06(F). If the Plan Administrator must perform coverage testing, the
Administrator will apply testing separately as required to each component part
of the Plan after applying the aggregation and disaggregation rules under
Treas. Reg. §§1.410(b)6 and 7.

(1) No average benefit test. If the
Employer elects to apply this Section 3.06(F), the Plan Administrator may not
apply the average benefit test under Treas. Reg. §1.410(b)-2(b)(3), to
determine satisfaction of coverage or to correct a coverage failure, as to the
Plan or to the component part of the Plan to which this Section 3.06(F) applies,
unless the Plan or component still fails coverage after application of this
Section 3.06(F). The restriction in this Section 3.06(F)(1) does not apply as
to application of the average benefit test in performing nondiscrimination
testing.

(2) Methodology. If this Section 3.06(F)
applies for a Plan Year, the Plan Administrator, in the manner described
herein, will suspend the allocation conditions for the NHCEs who are included
in the coverage test and who are Participants in the Plan (or component part of
the Plan) but who are not benefiting thereunder (within the meaning of Treas.
Reg. §1.410(b)-3), such that enough additional NHCEs are benefiting under the
Plan (or component part of the Plan) to pass coverage under the ratio
percentage test. The ordering of suspension of allocation conditions is in the
following priority tiers and if more than one NHCE in any priority tier
satisfies the conditions for suspension (but all are not needed to benefit to
pass coverage), the Plan Administrator will apply the suspension beginning
first with the NHCE(s) in that suspension tier with the lowest Compensation
during the Plan Year:

(a) Last day. Those NHCE(s) employed by the
Employer on the last day of the Plan Year, without regard to the number of
Hours of Service in the Plan Year. If necessary to pass coverage, the Plan
Administrator then will apply Section 3.06(F)(2)(b).

(b) Latest Separation.Those NHCE(s) who
have the latest Separation from Service date during the Plan Year, without
regard to the number of Hours of Service in the Plan Year. If necessary to pass
coverage, the Plan Administrator then will apply Section 3.06(F)(2)(c).

(c) Most Hours of Service (more than 500).Those
NHCE(s) with the greatest number of Hours of Service during the Plan Year but
who have more than 500 Hours of Service.

(3) Appendix B. The Employer in Appendix B
may elect a different order of the suspension tiers, may elect to use Hours of
Service (in lieu of Compensation) as a tiebreaker within any tier or may elect
additional or other suspension tiers which are objective and not subject to
Employer discretion.

(4) Separate Application to Nonelective and Matching.
If applicable under the Plan, the Employer in its Adoption Agreement will elect
whether to apply this Section 3.06(F): (a) to both Nonelective Contributions
and to Matching Contributions if both components fail the ratio percentage
test; (b) only to Nonelective Contributions if this component fails the ratio
percentage test; or (c) only to Matching Contributions if this component fails
the ratio percentage test.

(G) Conditions Apply to Re-Hired Employees.If
a Participant incurs a Separation from Service and subsequently is re-hired and
resumes participation in the same Plan Year as the Separation from Service or
in any subsequent Plan Year, the allocation conditions under this Section 3.06,
if any, continue to apply to the re-hired Employee/Participant in the Plan Year
in which he/she is re-hired, unless the Employer elects otherwise in Appendix
B.

3.07 FORFEITURE
ALLOCATION. The amount of a Participants Account forfeited under the Plan
is a Participant forfeiture. The Plan Administrator, subject to Section 3.06 as
applicable, will allocate Participant forfeitures at the time and in the manner
the Employer specifies in its Adoption Agreement.

(A) Allocation Method.The
Employer in its Adoption Agreement must specify the method the Plan
Administrator will apply to allocate forfeitures.

(1) 401(k) forfeiture source. If the Plan
is a 401(k) Plan, the Employer in its Adoption Agreement may elect a different
allocation method based on the forfeiture source (from Nonelective
Contributions or from Matching Contributions) or may elect to apply the same
allocation method to all forfeitures.

(a) Attributable to Matching.A
Participants forfeiture is attributable to Matching Contributions if the
forfeiture is: (i) from the non-Vested portion of a Matching Contribution
Account forfeited in accordance with Section 5.07 or, if applicable, Section
7.07; (ii) a non-Vested Excess Aggregate Contribution (including Allocable
Income) forfeited in correcting for nondiscrimination failures under Section
4.10(C); or (iii) an Associated Matching Contribution.

(b) Definition of Associated Matching Contribution.
An Associated Matching Contribution includes any Vested or non-Vested Matching
Contribution (including Allocable Income) made as to Elective Deferrals or
Employee Contributions the Plan Administrator distributes under Section 4.01(E)
(Excess Amount), Section 4.10(A) (Excess Deferrals), Section 4.10(B) (ADP
test), Section

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4.10(C) (ACP test) or Section 7.08 relating to Plan correction.

(c) Forfeiture or distribution of Associated Match.An
Employee forfeits an Associated Matching Contribution unless the Matching
Contribution is a Vested Excess Aggregate Contribution distributed in
accordance with Section 4.10(C) (ACP test). A forfeiture under this Section
3.07(A)(1)(c) occurs in the Plan Year following the Testing Year (unless the
Employer in Appendix B elects that the forfeiture occurs in the Testing Year)
and the forfeiture is allocated in the Plan Year described in Section 3.07(B).
See Section 3.07(B)(1) as to nondiscrimination testing of allocated
forfeitures. In the event of correction under Section 7.08 resulting in forfeiture
of Associated Matching Contributions, the forfeiture occurs in the Plan Year of
correction.

(2) Application of reduce option/excess forfeitures.
If the Employer elects to allocate forfeitures to reduce Nonelective or
Matching Contributions and the allocable forfeitures for the forfeiture
allocation Plan Year described in Section 3.07(B) exceed the amount of the
applicable contribution for that Plan Year to which the Plan Administrator
would apply the forfeitures (or there are no applicable contributions under the
Plan), the Plan Administrator will allocate the remaining forfeitures in the
forfeiture allocation Plan Year. In such event, the Plan Administrator will
allocate the remaining forfeitures as an additional Discretionary Nonelective
Contribution or as a Discretionary Matching Contribution, as the Plan
Administrator determines.

(3) Plan expenses. If the Employer in its
Adoption Agreement elects to apply forfeitures to the payment of Plan expenses
under Section 7.04(C), which for this purpose may also include any Earnings on
the forfeitures, the Employer must elect a secondary allocation method so that
if the forfeitures exceed the Plans expenses, the Plan Administrator will
apply any remaining forfeitures under the secondary method the Employer has
elected in its Adoption Agreement.

(4) Safe harbor-top-heavy exempt fail-safe.
If the Employer has a Safe Harbor 401(k) Plan which otherwise qualifies for
exemption from the top-heavy requirements of Article X, the Employer in its
Adoption Agreement may elect to limit the allocation of all Plan forfeitures in
such a manner as to avoid inadvertent application of the top-heavy requirements
on account of a forfeiture allocation. If the Employer in its Adoption Agreement
elects this fail-safe provision, the Plan Administrator will allocate
forfeitures in the following order of priority: (a) first to reduce Safe Harbor
Contributions; (b) then to reduce Fixed Additional Matching Contributions if
any, which satisfy the ACP test safe harbor under Section 3.05(G); (c) then as
Discretionary Additional Matching Contributions which satisfy the ACP safe
harbor (without regard to whether the Employer in its Adoption Agreement has
elected Discretionary Additional Matching Contributions); and (d) then to pay
Plan expenses. If the Employer elects to allocate forfeitures under this
Section 3.07(A)(4), the Plan Administrator will apply this Section 3.07(A)(4)
regardless of whether the Employer in any Plan Year actually satisfies all conditions
necessary for the Plan to be top-heavy exempt. The Employer in Appendix B may
elect to alter the forfeiture allocation ordering rules of this Section
3.07(A)(4).

(5) No allocation to Elective Deferral Accounts.
The Plan Administrator will not allocate forfeitures to any Participants
Elective Deferral Account, including his/her Roth Deferral Account.

(6) Allocation under classifications. If
the Employer in its Adoption Agreement has elected to allocate its Nonelective
Contributions based on classifications of Participants, the Plan Administrator
will allocate any forfeitures which under the Plan are allocated as additional
Nonelective Contributions: (a) first to each classification pro rata in
relation to the Employers Nonelective Contribution to that classification for
the forfeiture allocation Plan Year described in Section 3.07(B); and (b)
second, the total amount of forfeitures allocated to each classification under
(a) are allocated in the same manner as are the Nonelective Contributions to be
allocated to that classification.

(B) Timing (forfeiture allocation Plan Year).
The Employer in its Adoption Agreement must elect as to forfeitures occurring
in a Plan Year, whether the Plan Administrator will allocate the forfeitures in
the same Plan Year in which the forfeitures occur or will allocate the
forfeitures in the Plan Year which next follows the Plan Year in which the
forfeitures occur. See Sections 3.07(A)(1)(c), 5.07 and 7.07 as to when a
forfeiture occurs.

(1) 401(k) Plans/allocation timing and re-testing.If
the Plan is a 401(k) Plan, the Employer may elect different allocation timing
based on the forfeiture source (from Nonelective Contributions or from Matching
Contributions) or may elect to apply the same allocation timing to all
forfeitures. If the 401(k) Plan is subject to the ACP test and allocates any
forfeiture as a Matching Contribution, the following re-testing rules apply.
If, under the Plan, the Plan Administrator will allocate the forfeiture in the same
Plan Year in which the forfeiture occurs, the Plan Administrator will not
re-run the ACP test. If the Plan Administrator allocates the forfeiture in the
Plan Year which follows the Plan Year in which the forfeiture occurs, the Plan
Administrator will include the allocated forfeiture in the ACP test for the
forfeiture allocation Plan Year. If the Plan allocates any forfeiture as a
Nonelective Contribution, the allocation, in the forfeiture allocation Plan
Year, is subject to any nondiscrimination testing which applies to Nonelective
Contributions for that Plan Year.

(2)
Contribution amount and timing not relevant.The forfeiture
allocation timing rules in this Section 3.07(B) apply irrespective of when the
Employer makes its Employer Contribution for the forfeiture allocation Plan
Year, and irrespective of whether the Employer makes an Employer Contribution
for that Plan Year.

(C) Administration of Account
Pending/Incurring Forfeiture. The Plan Administrator
will continue to hold the undistributed, non-Vested portion of the Account of a
Participant who has incurred a Separation from Service solely for his/her
benefit until a forfeiture occurs at the time specified in Section 5.07 or if
applicable, until the time specified in Section 7.07.

(D) Participant Does Not Share in Own
Forfeiture. A Participant will not share in the
allocation of a forfeiture of any portion of his/her Account, even if the
Participant otherwise is entitled to an allocation of Employer Contributions
and forfeitures in the forfeiture allocation Plan

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Year described in Section 3.07(B). If the forfeiting Participant is
entitled to an allocation of Employer Contributions and forfeitures in the
forfeiture allocation Plan Year, the Plan Administrator only will allocate to
the Participant a share of the allocable forfeitures attributable to other
forfeiting Participants.

(E) Plan Merger. In
the event that the Employer merges another plan into this Plan, and does not
fully vest upon merger the participant accounts in the merging plan, the Plan
Administrator will allocate any post-merger forfeitures attributable to the
merging plan in accordance with the Employers elections in its Adoption
Agreement. The Employer may elect to limit any such forfeiture allocation only
to those Participants who were also participants in the merged plan, but in the
absence of such an election, all Participants who have satisfied any applicable
allocation conditions under Section 3.06 will share in the forfeiture allocation.

3.08 ROLLOVER
CONTRIBUTIONS. The Plan Administrator will apply this Section 3.08 in
administering Rollover Contributions to the Plan, if any.

(A) Policy Regarding Rollover Acceptance.
The Plan Administrator, operationally and on a nondiscriminatory basis, may
elect to permit or not to permit Rollover Contributions to this Plan or may
elect to limit an Eligible Employees right or a Participants right to make a
Rollover Contribution. The Plan Administrator also may adopt, amend or
terminate any policy regarding the Plans acceptance of Rollover Contributions.

(1) Rollover documentation. If the Plan
Administrator permits Rollover Contributions, any Participant (or as
applicable, any Eligible Employee), with the Plan Administrators written
consent and after filing with the Plan Administrator the form prescribed by the
Plan Administrator, may make a Rollover Contribution to the Trust. Before
accepting a Rollover Contribution, the Plan Administrator may require a
Participant (or Eligible Employee) to furnish satisfactory evidence the
proposed transfer is in fact a rollover contribution which the Code permits
an employee to make to a qualified plan.

(2) Declination/related expense. The Plan
Administrator, in its sole discretion, may decline to accept a Rollover
Contribution of property which could: (a) generate unrelated business taxable
income; (b) create difficulty or undue expense in storage, safekeeping or
valuation; or (c) create other practical problems for the Plan or Trust. The
Plan Administrator also may accept the Rollover Contribution on condition that
the Participants or Employees Account is charged with all expenses associated
therewith.

(B) Limited Testing.
A Rollover Contribution is not an Annual Addition under Section 4.05(A) and is
not subject to nondiscrimination testing except as a right or feature within
the meaning of Treas. Reg. §1.401(a)(4)-4.

(C) Pre-Participation Rollovers.
If an Eligible Employee makes a Rollover Contribution to the Trust prior to satisfying
the Plans eligibility conditions or prior to reaching his/her Entry Date, the
Plan Administrator and Trustee must treat the Employee as a limited Participant
(as described in Rev. Rul. 96-48 or in any Applicable Law). A limited
Participant does not share in the Plans allocation of Employer Contributions
nor Participant forfeitures and may not make Elective Deferrals if the Plan is
a 401(k) Plan, until he/she actually becomes a Participant in the Plan. If a
limited Participant has a Separation from Service prior to becoming a
Participant in the Plan, the Trustee will distribute his/her Rollover
Contributions Account to him/her in accordance with Section 6.01(A).

(D) May Include Employee Contributions and
Roth Deferrals. A Rollover Contribution may include
Employee Contributions and Roth Deferrals made to another plan, as adjusted for
Earnings. In the case of Employee Contributions: (1) such amounts must be
directly rolled over into this Plan from another plan which is qualified under
Code §401(a); and (2) the Plan must account separately for the Rollover
Contribution, including the Employee Contribution and the Earnings thereon. In
the case of Roth Deferrals: (1) such amounts must be directly rolled over into
this Plan from another plan which is qualified under Code §401(a) or from a
403(b) plan; (2) the Plan must account separately for the Rollover
Contribution, including the Roth Deferrals and the Earnings thereon; and (3) as
to rollovers which occur on or after April 30, 2007, this Plan must be a 401(k)
Plan which permits Roth Deferrals.

3.09 EMPLOYEE
CONTRIBUTIONS. An Employer must elect in its Adoption Agreement whether to
permit Employee Contributions. If the Employer elects to permit Employee
Contributions, the Employer also must specify in its Adoption Agreement any
limitations which apply to Employee Contributions. If the Employer permits
Employee Contributions, the Plan Administrator operationally will determine if
a Participant will make Employee Contributions through payroll deduction or by
other means.

(A) Testing.
Employee Contributions must satisfy the nondiscrimination requirements of
Section 4.10(C) (ACP test).

(B) Matching. The
Employer in its Adoption Agreement must elect whether the Employer will make
Matching Contributions as to any Employee Contributions and, as applicable, the
matching formula. Any Matching Contribution must satisfy the nondiscrimination
requirements of Section 4.10(C) (ACP test), unless the Matching Contributions
satisfy the ACP test safe harbor under a Safe Harbor 401(k) Plan.

3.10 SIMPLE
401(k) CONTRIBUTIONS. The Employer in its Adoption Agreement may elect to
apply to its Plan the SIMPLE 401(k) provisions of this Section 3.10 if the
Employer is eligible under Section 3.10(B). The provisions of this Section 3.10
apply to an electing Employer notwithstanding any contrary provision in the
Plan.

(A) Plan Year. An
Employer electing to apply this Section 3.10 must have a 12 month calendar year
Plan Year except that in the case of an Employer adopting a new SIMPLE 401(k)
Plan, the Employer must adopt the Plan no later than October 1 with a calendar
year Plan Year of at least 3 months.

(B) Eligible Employer.
An Employer may elect to apply this Section 3.10 if: (i) the Plan Year is the
calendar year; (ii) the Employer (including Related Employers under Section
1.23(C)) has no more than 100 Employees who received Compensation of at least
$5,000 in the immediately

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preceding calendar year; and (iii) the Employer (including Related
Employers under Section 1.23(C)) does not maintain any other plan as described
in Code §219(g)(5), to which contributions were made or under which benefits
were accrued for Service by an Eligible Employee in the Plan Year to which the
SIMPLE 401(k) provisions apply.

(1) Loss of eligible employer status. If an
electing Employer fails for any subsequent calendar year to satisfy all of the
Section 3.10(B) requirements, including where the Employer is involved in an
acquisition, disposition or similar transaction under which the Employer
satisfies Code §410(b)(6)(C)(i), the Employer remains eligible to maintain the
SIMPLE 401(k) Plan for two additional calendar years following the last year in
which the Employer satisfied the requirements.

(C) Compensation.
For purposes of this Section 3.10, Compensation is limited as described in
Section 1.11(E) and: (1) in the case of an Employee, means Code §3401(a) Wages
but increased by the Employees Elective Deferrals under this Plan or any other
401(k) arrangement, SIMPLE IRA, SARSEP, 403(b) annuity or 457 plan of the
Employer; and (2) in the case of a Self-Employed Individual, means Earned
Income determined by disregarding contributions made to this Plan.

(D) Participant Elective Deferrals.
Each Participant may enter into a Salary Reduction Agreement to make Elective
Deferrals in each calendar year to the SIMPLE 401(k) Plan in accordance with
this Section 3.10(D).

(1) Amount Table. A Participants annual
Elective Deferrals may not exceed the amount in the table below, and,
commencing in 2006, such other amount as in effect under Code §408(p)(2)(E)
under which Treasury adjusts the limit in $500 increments.

|     |  |        |        | 
|---- |  | ------ | ------ | 
|Year |  | Amount |       
|     |  |        |       
|    
|2002 |  | $      | 7,000  | 
|2003 |  | $      | 8,000  | 
|2004 |  | $      | 9,000  | 
|2005 |  | $      | 10,000 | 

(2) Catch-Ups. If the Employer in its
Adoption Agreement elects to permit Catch-Up Deferrals, a Catch-Up Eligible
Participant also may make Catch-Up Deferrals to the SIMPLE 401(k) Plan in
accordance with Section 3.02(D).

(3) Election timing. A Participant may
elect to make Elective Deferrals or to modify a Salary Reduction Agreement at
any time in accordance with the Plan Administrators SIMPLE 401(k) Plan Salary
Reduction Agreement form, but the form must be provided at least 60 days prior
to the beginning of each SIMPLE Plan Year or at least 60 days prior to
commencement of participation for the Participant to make or modify his/her
Salary Reduction Agreement. A Participant also may at any time terminate
prospectively his/her Salary Reduction Agreement applicable to the Employers
SIMPLE 401(k) Plan.

(E) Employer SIMPLE 401(k) contributions.
An Employer which elects to apply this Section 3.10 must make an annual SIMPLE
Contribution to the Plan as described in this Section 3.10(E). The Employer
operationally must elect for each SIMPLE Plan Year which type of SIMPLE
Contribution the Employer will make.

(1) Definition of SIMPLE Contribution. A
SIMPLE Contribution is one of the following Employer Contribution types: (a) a
SIMPLE Matching Contribution equal to 100% of each Participants Elective
Deferrals but not exceeding 3% of Plan Year Compensation or such lower
percentage as the Employer may elect under Code §408(p)(2)(C)(ii)(II); or (b) a
SIMPLE Nonelective Contribution equal to 2% of Plan Year Compensation for each
Participant whose Compensation is at least $5,000.

(F) SIMPLE 401(k) notice.
The Plan Administrator must provide notice to each Participant a reasonable
period of time before the 60th day prior to the beginning of each SIMPLE 401(k)
Plan Year, describing the Participants Elective Deferral rights and the
Employers SIMPLE Contributions which the Employer will make for the Plan Year
described in the notice.

(G) Application of remaining Plan provisions.

(1) Annual Additions. All contributions to
the SIMPLE 401(k) Plan are Annual Additions under Section 4.05(A) and subject
to the Annual Additions Limit.

(2) No allocation conditions. The Employer
in its Adoption Agreement may not elect to apply any Section 3.06 allocation
conditions to the Plan Administrators allocation of SIMPLE Contributions.

(3) No other contributions. No
contributions other than those described in this Section 3.10 or Rollover
Contributions described in Section 3.08 may be made to the SIMPLE 401(k) Plan.

(4) Vesting. All SIMPLE Contributions and
Accounts attributable thereto are 100% Vested at all times and in the event of
a conversion of a non-SIMPLE 401(k) Plan into a SIMPLE 401(k) Plan, all Account
Balances in existence on the first day of the Plan Year to which the SIMPLE
401(k) provisions apply, become 100% Vested.

(5) No nondiscrimination testing. A SIMPLE
401(k) Plan is not subject to nondiscrimination testing under Section 4.10(B)
(ADP test) or Section 4.10(C) (ACP test) of the Plan.

(6) No top-heavy. A SIMPLE 401(k) Plan is
not subject to the top-heavy provisions of Article X.

(7) Remaining Plan terms. Except as
otherwise described in this Section 3.10, if an Employer has elected in its
Adoption Agreement to apply the SIMPLE 401(k) provisions of this Section 3.10,
the Plan Administrator will apply the remaining Plan provisions to the
Employers Plan.

3.11 USERRA
CONTRIBUTIONS.

(A) Application.
This Section 3.11 applies to an Employee who: (1) has completed Qualified
Military Service under USERRA; (2) the Employer has rehired under USERRA; and
(3) is a Participant entitled to make-up contributions under Code §414(u).

(B) Employer Contributions.
The Employer will make-up any Employer Contribution the Employer would have
made

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and which the Plan Administrator would have allocated to the
Participants Account had the Participant remained employed by the Employer
during the period of Qualified Military Service.

(C) Compensation.
For purposes of this Section 3.11, the Plan Administrator will determine an
effected Participants Compensation as follows. A Participant during his/her
period of Qualified Military Service is deemed to receive Compensation equal to
that which the Participant would have received had he/she remained employed by
the Employer, based on the Participants rate of pay that would have been in
effect for the Participant during the period of Qualified Military Service. If
the Compensation during such period would have been uncertain, the Plan
Administrator will use the Participants actual average Compensation for the 12
month period immediately preceding the period of Qualified Military Service, or
if less, for the period of employment.

(D) Elective Deferrals/Employee
Contributions. If the Plan provided for Elective
Deferrals or for Employee Contributions during a Participants period of
Qualified Military Service, the Plan Administrator must allow a Participant
under this Section 3.11 to make up such Elective Deferrals or Employee
Contributions to his/her Account. The Participant may make up the maximum
amount of Elective Deferrals or Employee Contributions which he/she under the
Plan terms would have been able to contribute during the period of Qualified
Military Service (less any such amounts the Participant actually contributed
during such period) and the Participant must be permitted to contribute any
lesser amount as the Plan would have permitted. The Participant must make up
any contribution under this Section 3.11(D) commencing on his/her Re-Employment
Commencement Date and not later than 5 years following reemployment (or if
less, a period equal to 3 times the length of the Participants Qualified
Military Service triggering such make-up contribution).

(E) Matching Contributions.
The Employer will make-up any Matching Contribution that the Employer would
have made and which the Plan Administrator would have allocated to the
Participants Account during the period of Qualified Military Service, but
based on any make-up Elective Deferrals or make-up Employee Contributions that
the Participant makes under Section 3.11(D).

(F) Limitations/Testing.
Any contribution made under this Section 3.11 does not cause the Plan to
violate and is not subject to testing under: (1) nondiscrimination requirements
including under Code §401(a)(4), the ADP test, the ACP test, the safe harbor
401(k) rules or the SIMPLE 401(k) rules; (2) top-heavy requirements under
Article X; or (3) coverage under Code §410(b). Contributions under this Section
3.11 are Annual Additions and are tested under Section 4.10(A) (Elective
Deferral Limit) in the year to which such contributions are allocated, but not
in the year in which such contributions are made.

(G) No Earnings. A
Participant receiving any make-up contribution under this Section 3.11 is not
entitled to an allocation of any Earnings on any such contribution prior to the
time that the Employer actually makes the contribution (or timely deposits the
Participants own make-up Elective Deferrals or Employee Contributions) to the
Trust.

(H) No Forfeitures.
A Participant receiving any make-up allocation under this Section 3.11 is not
entitled to an allocation of any forfeitures allocated during the Participants
period of Qualified Military Service.

(I) Allocation Conditions.
For purposes of applying any Plan allocation conditions under Section 3.06, the
Plan Administrator will treat any period of Qualified Military Service as
Service.

(J) Other Rules. The
Plan Administrator in applying this Section 3.11 will apply DOL Reg.
§1002.259-267, and any other Applicable Law addressing the application of
USERRA to the Plan.

3.12 DESIGNATED
IRA CONTRIBUTIONS. The Employer in its Adoption Agreement may elect to
permit Participants to make Designated IRA Contributions to its Plan. Designated
IRA Contributions are subject to the provisions of this Section 3.12.

(A) Effective Date.
The Employer may elect in its Adoption Agreement to apply the Designated IRA
Contribution provisions to any Plan Years beginning after December 31, 2002.
For Plan Years commencing after 2003, the Employer may accept Designated IRA
Contributions during such Plan Year only if the Employer elects to apply the
provisions of this Section 3.12 (or otherwise adopted a good faith amendment
under Code §408(q)), prior to the Plan Year for which the Designated IRA
Contribution provisions will apply.

(B) Traditional or Roth IRA.
The Employer in its Adoption Agreement may elect to treat Designated IRA
Contributions as traditional IRA contributions, as Roth IRA contributions or as
consisting of either type, at the Participants election.

(C) Account or Annuity.
The Employer in its Adoption Agreement may elect to establish Accounts to
receive Designated IRA Contributions either as individual retirement accounts,
as individual retirement annuities or as consisting of either type, at the
Participants election.

(1) Trustee or Custodian. A trustee or
custodian satisfying the requirements of Code §408(a)(2) must hold Designated
IRA Contributions Accounts. If the Trustee holding the Designated IRA
Contribution assets is a non-bank trustee, the Trustee, upon receipt of notice
from the Commissioner of Internal Revenue that substitution is required because the Trustee has failed to comply with the requirements
of Treas. Reg. §1.408-2(e), will substitute another trustee in its place.

(2) Additional IRA requirements. All
Designated IRA Contributions: (a) must be made in cash; (b) are subject to the
IRA contribution limits under Code §408(a)(1) set forth below, including
cost-of living adjustments after 2008 in $500 increments under Code
§219(b)(5)(C) and as to Catch-Up Eligible Participants to the IRA Catch-Up
limits set forth below; and (c) must be 100% Vested.

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Defined Contribution Prototype and Volume Submitter Plan

|                 |  |                        |       | 
|---------------- |  | ---------------------- | ----- | 
|Taxable Year     |  | IRA contribution limit |      
|                 |  |                        |       | 
|2003             |  | $                      | 3,000 | 
|2004             |  | $                      | 3,000 | 
|2005             |  | $                      | 4,000 | 
|2006             |  | $                      | 4,000 | 
|2007             |  | $                      | 4,000 | 
|2008 and
 beyond |  | $                      | 5,000 | 
|                 |  |                        |       | 
|Taxable year     |  | IRA Catch-Up limit     |      
|                 |  |                        |       | 
|2003             |  | $                      | 500   | 
|2004             |  | $                      | 500   | 
|2005             |  | $                      | 500   | 
|2006 and
 beyond |  | $                      | 1,000 | 

(3) Not for deposit of SEP or SIMPLE IRA amounts/no
Rollover Contributions. An Employer which maintains a SEP or a
SIMPLE IRA may not deposit contributions under these arrangements to the
Designated IRA Contribution Accounts under this Section 3.12. A Participant may
not make a Rollover Contribution to his/her Designated IRA Contribution
Account.

(4) Designated Roth IRA Contributions.

(a) Contribution Limit. A Participants
contribution to the Designated Roth IRA and to all other Roth IRAs for a
Taxable Year may not exceed the lesser of the amount described in Section
3.12(C)(2) or the Participants Compensation under Section 3.12(C)(4)(c). However,
if (i) and/or (ii) below apply, the maximum (non-rollover) contribution that
can be made to all the Participants Roth IRAs (including to this Designated
Roth IRA which must be a non-Rollover Contribution) for a Taxable Year is the
smaller amount determined under (i) or (ii).

(i) General. The maximum contribution is
phased out ratably between certain levels of modified adjusted gross income
(modified AGI, defined in Section 3.12(C)(4)(b)) as follows:

|                            |  |                    |                   |                  |                    |                     |  |                   |                   | 
|--------------------------- |  | ------------------ | ----------------- | ---------------- | ------------------ | ------------------- |  | ----------------- | ----------------- | 
|Filing
 Status              |  | Full
 Contribution |                   | Phase-out
 Range |                    | No
 Contribution    | 
|                            |  |                    |                   |                  |                    |                     | 
|Single/ Head
 of Household  |  | $95,000
 or less   |                   |                  | $95,000-
 $110,000 |                     |  | $110,000 or
 more |                  
|                            |  |                    |                   |                  |                    |                     |  |                   |                   | 
|Joint/Qualifying
 Widow(er) |  |                    | $150,000
 or less |                  |                    | $150,000-
 $160,000 |  |                   | $160,000 or
 more | 
|                            |  |                    |                   |                  |                    |                     |  |                   |                   | 
|Married-Separate            |  |                    | $0                |                  |                    | $0-$10,000          |  |                   | $10,000 ormore    | 

If the Participants modified AGI for a Taxable Year is in the
phase-out range, the maximum contribution determined above for that Taxable
Year is rounded up to the next multiple of $10 and is not reduced below $200.

(ii) Roth and non-Roth IRA contributions.
If the Participant makes (non-rollover) contributions to both Roth and non-Roth
IRAs for a Taxable Year, the maximum contribution that can be made to all of the
Participants Roth IRAs for that Taxable Year is reduced by the contributions
made to the Participants non-Roth IRAs for the Taxable Year.

(iii) Conversion. A Participant may convert
a Designated non-Roth IRA Contributions Account to a Designated Roth IRA
Contributions Account in accordance with Treas. Reg. §1.408A-4 unless: (A) the
Participant is married and files a separate return, (B) the Participant is not
married and has modified AGI in excess of $100,000 or (C) the Participant is
married and together the Participant and the Participants spouse have modified
AGI in excess of $100,000. For purposes of the preceding sentence, spouses are
not treated as married for a taxable year if they have lived apart at all times
during that Taxable Year and file separate returns for the Taxable Year. A
Participant may not effect a conversion by means of contributing a Rollover
Contribution to his/her Designated IRA under this Plan.

(b) Modified AGI. For purposes of Section
3.12(C)(4)(a), a Participants modified AGI for a Taxable Year is defined in
Code §408A(c)(3)(C)(i) and does not include any amount included in adjusted
gross income as a result of a non-Roth IRA conversion.

(c) Compensation. For purposes of Section
3.12(C)(4)(a), Compensation is defined as wages, salaries, professional fees,
or other amounts derived from or received for personal services actually
rendered (including, but not limited to commissions paid salesmen, compensation
for services on the basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses) and includes earned income, as defined in Code
§401(c)(2) (reduced by the deduction the Self-Employed Individual takes for
contributions made to a self-employed retirement plan). For purposes of this
definition, Code §401(c)(2) shall be applied as if the term trade or business
for purposes of Code §1402 included service described in subsection (c)(6).
Compensation does not include amounts derived from or received as earnings or
profits from property (including but not limited to interest and dividends) or
amounts not includible in gross income. Compensation also does not include any
amount received as a pension or annuity or as deferred compensation.
Compensation includes any amount includible in the Participants gross income
under Code §71 with respect to a divorce or separation instrument described in
Code §71(b)(2)(A). In the case of a married Participant filing a joint return,
the greater compensation of his or her spouse is treated as the Participants
Compensation, but only to the extent that such spouses compensation is not
being used for purposes of the spouse making a contribution to a Roth IRA or a
deductible contribution to a non-Roth IRA.

(D) Accounting and Investments.
The Plan Administrator may cause Designated IRA Contributions to be held and
invested: (1) in a separate trust for each Participant; (2) as a single trust
holding all Participant Designated IRA Contributions; or (3) as part of a
single trust holding all of the assets of the Plan. If the Plan Administrator
establishes a single trust under clause (2) or (3), the Plan Administrator must
account separately for each Participants Designated IRA Contributions and for
the Earnings attributable thereto. If the Designated IRA Contributions are
invested in an individual retirement annuity, the Plan Administrator may
establish separate annuity contracts for each Participants Designated IRA
Contributions or may establish a single annuity contract for all Participants,
with separate accounting for each Participant. If the Plan Administrator
establishes a single annuity contract, such contract must be separate from any
other annuity contract under the Plan. The Plan Administrator also may invest
Designated IRA Contributions in any common or collective fund under Sections
8.02 or 8.09. The Trust provisions of Article VIII otherwise apply to the
investment of Designated IRA Contributions except that no part of such
contributions may be invested in life

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Defined Contribution Prototype and Volume
Submitter Plan

insurance contracts and a Participant may not borrow from a Designated
IRA Contributions Account or take such amounts into account in determining the
maximum amount available for a loan from the Participants other Plan assets.
The Plan Administrator or Trustee/Custodian may not cause Designated IRA
Contribution Accounts to be commingled with any non-Plan assets. Any Designated
IRA Contribution Account is established for the exclusive benefit of the
affected Participant and his/her Beneficiaries. No part of the Trust
attributable to Designated IRA Contributions may be invested in collectibles as
described in Code §408(m), except as may be permitted under Code §408(m)(3).

(E) Participant Contribution and Designation.
A Participant may make Designated IRA Contributions directly or through payroll
withholding as the Plan Administrator may permit. At the time of the
Participants contribution (or when the Designated IRA Contribution is withheld
from payroll), the Participant must designate the contribution as a Designated
IRA Contribution and if applicable, also must designate whether the
contribution is traditional or Roth and whether the account is an individual
retirement account or an individual retirement annuity.

(F) Treatment as IRA.
For all purposes of the Code except as otherwise provided in this Section 3.12,
Designated IRA Contributions are subject to the IRA rules under Code §§408 and
408A as applicable. Designated IRA Contributions are not Annual Additions under
Section 4.05(A) and are not subject to any testing under Article IV.

(G) Reporting. The
Designated IRA Contribution Trustee or Custodian must comply with all Code
§408(i) reporting requirements, including providing required information
regarding RMDs.

(H) Distribution/RMDs.
Designated IRA Contribution Accounts are distributable under Section
6.01(C)(4)(g) and are subject to the RMD requirements of Section 6.02 (and to
the Adoption Agreement elections described therein) except that: (1) the
Participants RBD (only as it relates to the Designated IRA Contribution
Account) is determined under Section 6.02(E)(7)(a) referencing age 70 1/2 and
without regard to 5% owner or continuing employment status; (2) if the
Designated IRA Contribution Account is a Roth Account, there are no lifetime
RMDs; and (3) to the extent that the provisions of Section 6.02 differ, RMDs
from Designated IRA Contribution Accounts otherwise are subject to the required
minimum distribution rules applicable to IRAs under Code §§408(a)(6) or
408A(c)(5) as applicable, and under the corresponding Treasury Regulations,
which are incorporated by reference herein.

3.13 DEDUCTIBLE
EMPLOYEE CONTRIBUTIONS (DECs). A DEC is a Deductible Employee Contribution
made to the Plan for a Taxable Year commencing prior to 1987. If a Participant
has made DECs to the Plan, the Plan Administrator must maintain a separate
Account for the Participants DECs as adjusted for Earnings, including DECs
which are part of a Rollover Contribution described in Section 3.08. The DECs
Account is part of the Participants Account for all purposes of the Plan,
except for purposes of determining the Top-Heavy Ratio under Section 10.01. The
Plan Administrator may not use a Participants DECs Account to purchase life
insurance on the Participants behalf. DECs are distributable under Section
6.01(C)(4)(e).

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Defined Contribution
Prototype and Volume Submitter Plan

ARTICLE IV
LIMITATIONS AND TESTING

4.01 ANNUAL
ADDITIONS LIMIT  NO OTHER PLANS.

(A) Application of this Section.
This Section 4.01 applies only to Participants in this Plan who do not
participate, and who have never participated, in another qualified plan,
individual medical account (as defined in Code §415(l)(2)), simplified employee
pension plan (as defined in Code §408(k)) or welfare benefit fund (as defined
in Code §419(e)) maintained by the Employer, which provides an Annual Addition.

(B) Limitation. The
amount of Annual Additions which the Plan Administrator may allocate under this
Plan to a Participants Account for a Limitation Year may not exceed the Annual
Additions Limit.

(C) Actions to Prevent Excess Annual
Additions. If the Annual Additions the Plan
Administrator otherwise would allocate under the Plan to a Participants
Account for the Limitation Year would exceed the Annual Additions Limit, the
Plan Administrator will not allocate the Excess Amount, but instead will take
any reasonable, uniform and nondiscriminatory action the Plan Administrator
determines necessary to avoid allocation of an Excess Amount. Such actions
include, but are not limited to, those described in this Section 4.01(C). If
the Plan is a 401(k) Plan, the Plan Administrator may apply this Section 4.01
in a manner which maximizes the allocation to a Participant of Employer
Contributions (exclusive of the Participants Elective Deferrals).
Notwithstanding any contrary Plan provision, the Plan Administrator, for the Limitation
Year, may: (1) suspend or limit a Participants additional Employee
Contributions or Elective Deferrals; (2) notify the Employer to reduce the
Employers future Plan contribution(s) as necessary to avoid allocation to a
Participant of an Excess Amount; or (3) suspend or limit the allocation to a
Participant of any Employer Contribution previously made to the Plan (exclusive
of Elective Deferrals) or of any Participant forfeiture. If an allocation of
Employer Contributions previously made (excluding a Participants Elective
Deferrals) or of Participant forfeitures would result in an Excess Amount to a
Participants Account, the Plan Administrator will allocate the Excess Amount
to the remaining Participants who are eligible for an allocation of Employer
contributions for the Plan Year in which the Limitation Year ends. The Plan
Administrator will make this allocation in accordance with the Plans
allocation method as if the Participant whose Account otherwise would receive
the Excess Amount is not eligible for an allocation of Employer Contributions.
If the Plan Administrator allocates to a Participant an Excess Amount, Plan
Administrator must dispose of the Excess Amount in accordance with Section
4.01(E).

(D) Estimated and Actual Compensation.
Prior to the determination of the Participants actual Compensation for a
Limitation Year, the Plan Administrator may determine the Annual Additions
Limit on the basis of the Participants estimated annual Compensation for such
Limitation Year. The Plan Administrator must make this determination on a
reasonable and uniform basis for all Participants similarly situated. The Plan
Administrator must reduce the allocation of any Employer Contributions
(including any allocation of forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior Limitation Years. As
soon as is administratively feasible after the end of the Limitation Year, the
Plan Administrator will determine the Annual Additions Limit for the Limitation
Year on the basis of the Participants actual Compensation for such Limitation
Year.

(E) Disposition of Allocated Excess Amount.
If a Participant receives an allocation of an Excess Amount for a Limitation
Year, the Plan Administrator will dispose of such Excess Amount in accordance
with this Section 4.01(E).

(1)
Employee Contributions. The Plan Administrator first
will return to the Participant any Employee Contributions (adjusted for
Earnings) and will forfeit any Associated Matching Contributions, to the extent
necessary to reduce or eliminate the Excess Amount.

(2)
Elective Deferrals. The Plan Administrator next will
distribute to the Participant any Elective Deferrals (adjusted for Earnings)
and will forfeit any Associated Matching Contributions, to the extent necessary
to reduce or eliminate the Excess Amount. If a Participant who will receive a
distribution of an Excess Amount has, in the Plan Year for which the corrective
distribution is made, contributed both Pre-Tax Deferrals and Roth Deferrals,
the Plan Administrator operationally will determine the source(s) from which it
will direct the Trustee to make the corrective distribution. The Plan
Administrator also may permit the affected Participants to elect the source(s)
from which the corrective distribution will be made. However, the amount of a
corrective distribution of an Excess Amount to any Participant from the Pre-Tax
Deferral or Roth Deferral sources under this Section 4.01(E)(2) may not exceed
the amount of the Participants Pre-Tax Deferrals or Roth Deferrals for the
correction year.

(3)
Excess Amount remains/Participant still covered. If,
after the application of Sections 4.01(E)(1) and (2), an Excess Amount still
exists and the Plan covers the Participant at the end of the Limitation Year,
the Plan Administrator then will use the Excess Amount(s) to reduce future
Employer Contributions (including any allocation of forfeitures) under the Plan
for the next Limitation Year and for each succeeding Limitation Year, as is
necessary, for the Participant. If the Employers Plan is a Profit Sharing
Plan, a Participant who is an HCE may elect to limit his/her Compensation for
allocation purposes to the extent necessary to reduce his/her allocation for
the Limitation Year to the Annual Additions Limit and to eliminate the Excess
Amount. The Plan Administrator under this Section 4.01(E)(3) will not
distribute any Excess Amount(s) to Participants or to former Participants.

(4) Excess Amount remains/Participant not
covered/suspense account. If, after the application of Sections
4.01(E)(1) and (2), an Excess Amount still exists and the Plan does not cover
the Participant at the end of the Limitation Year, the Plan Administrator then
will hold the Excess Amount unallocated in a suspense account. The Plan
Administrator will apply the suspense account to reduce Employer Contributions
(including the allocation of forfeitures) for all remaining Participants in the
next

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Defined Contribution
Prototype and Volume Submitter Plan

Limitation Year, and in each succeeding Limitation Year if necessary. Neither
the Employer nor any Employee may contribute to the Plan for any Limitation
Year in which the Plan is unable to allocate fully a suspense account
maintained pursuant to this Section 4.01(E)(4). Amounts held unallocated in a
suspense account will not share in any allocation of Earnings. The Plan
Administrator under this Section 4.01(E)(4) will not distribute any Excess
Amount(s) to Participants or to former Participants.

(5) Applicable Law. In addition to any
other method described in this Section 4.01(E), the Plan Administrator may
dispose of any allocated Excess Amount in accordance with Applicable Law.

4.02 ANNUAL
ADDITIONS LIMIT  OTHER 415 AGGREGATED PLANS.

(A) Application of this Section.
This Section 4.02 applies only to Participants who, in addition to this Plan,
participate in one or more Code §415 Aggregated Plans.

(1) Definition of Code §415 Aggregated Plans.
Code §415 Aggregated Plans means M&P Defined Contribution Plans, welfare
benefit funds (as defined in Code §419(e)), individual medical accounts (as
defined in Code §415(l)(2)), or simplified employee pension plans (as defined
in Code §408(k)) maintained by the Employer and which provide an Annual
Addition during the Limitation Year.

(B) Combined Plans Limitation. The amount
of Annual Additions which the Plan Administrator may allocate under this Plan
to a Participants Account for a Limitation Year may not exceed the Combined
Plans Limitation.

(1) Definition of Combined Plans Limitation.
The Combined Plans Limitation is the Annual Additions Limit, reduced by the sum
of any Annual Additions allocated to the Participants accounts for the same
Limitation Year under the Code §415 Aggregated Plans.

(2) Prevention. If the amount the Employer
otherwise would allocate to the Participants Account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this Section
4.02(B) Combined Plans Limitation, the Employer will reduce the amount of its
allocation to that Participants Account in the manner described in Section
4.01(C), so the Annual Additions under all of the Code §415 Aggregated Plans
for the Limitation Year will equal the Annual Additions Limit.

(3) Correction. If the Plan Administrator
allocates to a Participant an amount attributed to this Plan under Section
4.02(D) which exceeds the Combined Plans Limitation, the Plan Administrator
must dispose of the Excess Amount in accordance with Section 4.02(E).

(C) Estimated and Actual Compensation.
Prior to the determination of the Participants actual Compensation for the
Limitation Year, the Plan Administrator may determine the Combined Plans
Limitation on the basis of the Participants estimated annual Compensation for
such Limitation Year. The Plan Administrator will make this determination on a
reasonable and uniform basis for all Participants similarly situated. The Plan
Administrator must reduce the allocation of any Employer Contribution
(including the allocation of Participant forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior years. As soon as is
administratively feasible after the end of the Limitation Year, the Plan
Administrator will determine the Combined Plans Limitation on the basis of the
Participants actual Compensation for such Limitation Year.

(D) Ordering Rules.
If a Participants Annual Additions under this Plan and the Code §415
Aggregated Plans result in an Excess Amount, such Excess Amount will consist of
the Amounts last allocated. The Plan Administrator will determine the Amounts
last allocated by treating the Annual Additions attributable to a simplified
employee pension as allocated first, followed by allocation to a welfare
benefit fund or individual medical account, irrespective of the actual
allocation date. If the Plan Administrator allocates an Excess Amount to a
Participant on an allocation date of this Plan which coincides with an
allocation date of another plan, the Excess Amount attributed to this Plan will
equal the product of:

(1) the total Excess Amount allocated as of
such date, multiplied by

(2)
the ratio of (a) the Annual Additions allocated to the Participant as of such
date for the Limitation Year under the Plan to (b) the total Annual Additions
allocated to the Participant as of such date for the Limitation Year under this
Plan and the Code §415 Aggregated Plans.

(E)
Disposition of Allocated Excess Amount Attributable to Plan.
The Plan Administrator will dispose of any allocated Excess Amounts described
in and attributed to this Plan under Section 4.02(D) as provided in Section
4.01(E).

4.03 OTHER
DEFINED CONTRIBUTION PLANS LIMITATION.

(A) Application of this Section.
This Section 4.03 applies only to Participants who, in addition to this Plan,
participate in one or more qualified Defined Contribution Plans maintained by
the Employer during the Limitation Year, but which are not M&P plans
described in Section 4.02.

(B) Limitation. If a
Participant is a participant in another Defined Contribution Plan maintained by
the Employer, but which plan is not an M&P plan described in Section 4.02,
the Plan Administrator must limit the allocation to the Participant of Annual
Additions under this Plan as provided in Section 4.02, as though the other
Defined Contribution Plan were an M&P plan.

4.04 NO
COMBINED DCP/DBP LIMITATION. If the Employer maintains a Defined Benefit
Plan, or has ever maintained a Defined Benefit Plan which the Employer has
terminated, this Plan does not calculate a combined 415 limit based on the
Defined Benefit Plan and this Plan.

4.05 DEFINITIONS:
SECTIONS 4.01-4.04. For purposes of Sections 4.01 through 4.04:

(A) Annual Additions.
Annual Additions means the sum of the following amounts allocated to a
Participants Account for a Limitation Year: (1) Employer Contributions
(including Elective Deferrals); (2) forfeitures; (3) Employee Contributions;
(4) Excess Amounts reapplied to reduce Employer Contributions under Section
4.01(E) or Section

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Defined Contribution
Prototype and Volume Submitter Plan

4.02(E); (5) amounts allocated after March 31, 1984, to an individual
medical account (as defined in Code §415(l)(2)) included as part of a pension
or annuity plan maintained by the Employer; (6) contributions paid or accrued
after December 31, 1985, for taxable years ending after December 31, 1985,
attributable to post-retirement medical benefits allocated to the separate
account of a key-employee (as defined in Code §419A(d)(3)) under a welfare
benefit fund (as defined in Code §419(e)) maintained by the Employer; (7)
amounts allocated under a Simplified Employee Pension Plan; and (8) corrected
(distributed) Excess Contributions and corrected (distributed) Excess Aggregate
Contributions. Excess Deferrals which the Plan Administrator corrects by
distribution by April 15 of the following calendar year, are not Annual
Additions. Catch-up Contributions and Designated IRA Contributions are not
Annual Additions.

(B) Annual Additions Limit.
Annual Additions Limit means the lesser of: (i) $40,000 (or, if greater, the
$40,000 amount as adjusted under Code §415(d)), or (ii) 100% of the
Participants Compensation paid or accrued for the Limitation Year. If there is
a short Limitation Year because of a change in Limitation Year (other than as a
result of the termination of the Plan), the Plan Administrator will multiply
the $40,000 (as adjusted) limitation by the following fraction:

Number of months (or fractional parts thereof) in the short Limitation
Year


12


The 100% Compensation limitation in clause (ii) above does not apply to
any contribution for medical benefits within the meaning of Code §401(h) or
Code §419A(f)(2) which otherwise is an Annual Addition.

(1) Single plan treatment of Defined Contribution
Plans. For purposes of applying the Annual Additions Limit, the Plan
Administrator must treat all Defined Contribution Plans (whether or not
terminated) maintained by the Employer as a single plan. Solely for purposes of
Sections 4.01 through 4.04, employee contributions made to a Defined Benefit
Plan maintained by the Employer is a separate Defined Contribution Plan. The
Plan Administrator also will treat as a Defined Contribution Plan an individual
medical account (as defined in Code §415(l)(2)) included as part of a Defined
Benefit Plan maintained by the Employer and a welfare benefit fund under Code
§419(e) maintained by the Employer to the extent there are post-retirement
medical benefits allocated to the separate account of a key employee (as
defined in Code §419A(d)(3)).

(2) Single plan treatment of Defined Benefit Plans.
For purposes of applying the Annual Additions Limit, the Plan Administrator
will treat all Defined Benefit Plans (whether or not terminated) maintained by
the Employer as a single plan.

(C) Compensation.
Compensation for purposes of Code §415 testing means Compensation as defined in
Section 1.11(B)(1), (2), (3), or (4), except: (i) Compensation includes
Elective Deferrals under Section 1.11(D), irrespective of whether the Employer
has elected in its Adoption Agreement to include Elective Deferrals in Compensation
for allocation purposes; (ii) Compensation for the entire Limitation Year is
taken into account even if the Employer in its Adoption Agreement has elected
to include only Participating Compensation for allocation purposes; (iii)
Compensation excludes Post-Severance Compensation as defined in Section 1.11(I)
unless the Employer in Appendix B elects to include it for purposes of this
Section 4.05(C) (and regardless of the Employers possible Post-Severance
Compensation elections in Appendix B as they relate to allocations); and (iv)
any other Compensation adjustment or exclusion the Employer has elected in its
Adoption Agreement for allocation purposes does not apply.

(1) Effective Date 415 Post-Severance Compensation.
The Post-Severance Compensation provisions described in clause (iii) of Section
4.05(C) apply effective as of the date the Employer elects in Appendix B, but
may not be effective earlier than January 1, 2005.

(2) First few weeks rule. The Plan
Administrator operationally, but on a uniform and consistent basis as to
similarly situated Participants, may elect to include in Compensation for Code
§415 purposes Compensation earned in such Limitation Year but which, solely
because of payroll timing, is paid in the first few weeks of the next following
Limitation Year as described in Treas. Reg. §1.415-2(d)(5)(i) and in Prop.
Treas. Reg. §1.415(c)-2(e)(2). This Section 4.05(C)(2) applies to Code §415
testing Compensation but does not affect Compensation for allocation purposes.

(D) Employer.
Employer means the Employer and any Related Employer. Solely for purposes of
applying the Annual Additions Limit, the Plan Administrator will determine
Related Employer status by modifying Code §§414(b) and (c) in accordance with
Code §415(h).

(E) Excess Amount.
Excess Amount means the excess of the Participants Annual Additions for the
Limitation Year over the Annual Additions Limit.

(F) Limitation Year.
See Section 1.33.

(G) M&P Plan.
M&P Plan means a Prototype Plan or a Master Plan. See Section 1.48.

4.06 ANNUAL
TESTING ELECTIONS. The Plan Administrator may elect to test for coverage
and nondiscrimination by applying, as applicable, annual testing elections
under this Section 4.06.

(A) Changes and Uniformity.
In applying any testing election, the Plan Administrator may elect to apply or
not to apply such election in any Testing Year, consistent with this Section
4.06. However, the Plan Administrator will apply the testing elections in
effect within a Testing Year uniformly to all similarly situated Participants.

(B) Plan Specific Elections.
The Employer in its Adoption Agreement must elect for the Plan Administrator to
apply the following annual testing elections: (1) nondiscrimination testing
under the ADP and ACP tests as a Traditional 401(k) Plan; (2) no
nondiscrimination testing as a Safe Harbor 401(k) Plan or nondiscrimination
testing under the ACP test as an ADP only Safe Harbor 401(k) Plan; (3) no
nondiscrimination testing as a SIMPLE 401(k) Plan; (4) the top-paid group election
under Code §414(q)(1)(B)(ii); (5) the calendar year data election under Notice
97-45 or other Applicable Law; (6) Current or Prior Year Testing as a
Traditional 401(k) Plan or as an ADP only Safe Harbor 401(k) Plan under Treas.
Reg. §§1.401(k)-2(a)(2)(ii) and 1.401(m)-2(a)(2)(ii) and under Notice 98-1 as
applicable; and

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Defined Contribution
Prototype and Volume Submitter Plan

(7) any other testing election which the IRS in the future specifies in
written guidance as being subject to a requirement of the Employer making a
Plan (versus an operational) election.

(C) Operational Elections.
The Plan Administrator operationally may apply any testing election available
under Applicable Law, other than those plan specific elections described in
4.06(B), including but not limited to: (i) the otherwise excludible employees
rule (OEE rule) under Code §410(b)(4)(B); (ii) the early participation
rule (EP rule) under Code §§401(k)(3)(F) and 401(m)(5)(C); (iii) except as
Section 4.07 may limit, the application of any Code §414(s) nondiscriminatory
definition of compensation for nondiscrimination testing, regardless of the
Plans definitions of Compensation for any other purpose; (iv) application of
the general nondiscrimination test under Treas. Reg. §1.401(a)(4)-2(c); (v)
application of the compensation ratio test under Treas. Reg.
§1.414(s)-1(d)(3); (vi) application of imputed permitted disparity under Treas.
Reg. §1.401(a)(4)-7; (vii) application of restructuring under Treas. Reg.
§1.401(a)(4)-9; (viii) application of the average benefit test under Code §410(b)(2),
except as limited under Section 3.06(F); (ix) application of permissive
aggregation under Code §410(b)(6)(B); (x) application of the qualified
separate line of business rules under Code §410(b)(5); (xi) shifting Elective
Deferrals from the ADP test to the ACP test; (xii) shifting QMACs from the ACP
test to the ADP test; or (xiii) application of the 2 1/2 month rule in the
ADP test under Treas. Reg. §1.401(k)-2(a)(4)(i)(B)(2).

(1) Application of otherwise excludible employees and
early participation rules. In applying the OEE and EP rules in
clauses (i) and (ii) of Section 4.06(C) above, the Plan Administrator will
apply the following provisions.

(a) Definitions of Otherwise Excludible Employees and
Includible Employees. For purposes of this Section 4.06(C), an
Otherwise Excludible Employee means a Participant who has not reached the
Cross-Over Date. For purposes of this Section 4.06(C), an Includible Employee
means a Participant who has reached the Cross-Over Date.

(b) Satisfaction of coverage. To apply the
OEE or EP rules for nondiscrimination testing, the Plan must satisfy coverage
as to the disaggregated plans under Code §410(b)(4)(B).

(c) Definition of Cross-Over Date. The Cross-Over
Date under the OEE rule means when an Employee changes status from the
disaggregated plan benefiting the Otherwise Excludible Employees to the
disaggregated plan benefiting the Includible Employees. The Cross-Over Date has
the same meaning under the EP rule except it is limited only to NHCEs. Under
the EP rule, all HCE Participants remain subject to nondiscrimination testing.

(d) Determination of Cross-Over Date. The
Plan Administrator may elect to determine the Cross-Over Date for an Employee
by applying any date which is not later than the maximum permissible entry date
under Code §410(a)(4).

(e) Amounts in testing in Cross-Over Plan Year.
For purposes of the OEE rule, the Plan Administrator will count the total Plan
Year Elective Deferrals, Matching Contributions, Employer Contributions, and
Compensation in the Includible Employees plan test for the Employees who become
Includible Employees during such Plan Year. For purposes of applying the EP
rule, the Plan Administrator will count the Elective Deferrals, Matching
Contributions, Employer Contributions, and Compensation in the single test for
the Includible Employees, but only such of these items as are attributable to
the period on and following the Cross-Over Date.

(f) Application of other conventions.
Notwithstanding Sections 4.06(C)(1)(c), (d), and (e): (i) the Plan
Administrator operationally may apply Applicable Law; (ii) the Plan
Administrator under a Restated Plan operationally may apply the Plan terms
commencing in the Plan Year beginning after the Employer executes the Restated
Plan in lieu of applying the Plan terms retroactive to the Plans restated
Effective Date; and (iii) the Plan Administrator operationally may apply any
other reasonable conventions, uniformly applied within a Plan Year, provided
that any such convention is not inconsistent with Applicable Law.

(g) Allocations not effected by testing.
The Plan Administrators election to apply the OEE or EP rules for testing does
not control the Plan allocations, or the Compensation or Elective Deferrals
taken into account for Plan allocations. The Plan Administrator will determine
Plan allocations, and Compensation and Elective Deferrals for Plan allocations,
based on the Employers Adoption Agreement elections, including elections
relating to Participating Compensation or Plan Year Compensation. For this
purpose, an election of Participating Compensation means Compensation and
Elective Deferrals on and following the Cross-Over Date as to the allocations
for the disaggregated plan benefiting the Includible Employees.

(D) Election Timing.
Except where the Plan or Applicable Law specifies another deadline for making a
Plan specific annual testing election under Section 4.06(B), the Plan
Administrator may make any such testing election, and the Employer must amend
the Plan as necessary to reflect the election, by the end of the Testing Year.
As to any Plan Year ending before the issuance of Rev. Proc. 2005-66, the Plan
Administrator may make any Plan specific testing election under Section 4.06(B)
and the Employer may make an amendment reflecting such election, as provided
under Applicable Law. The Plan Administrator may make operational testing
elections under Section 4.06(C) as provided under Applicable Law. If the
Employer is correcting an operational Plan failure under EPCRS, the Employer
may make an annual testing election for any Testing Year at the time the
Employer makes the correction.

(E) Coverage Transition Rule.
The Plan Administrator in determining the Plans compliance with the coverage
requirements of Code §410(b), in the case of certain acquisitions or
dispositions described in Code §410(b)(6)(C) and in the regulations thereunder,
will apply the coverage transition rule described therein.

4.07 TESTING
BASED ON BENEFITS. In applying the general nondiscrimination test under
Section 4.06(C) to any non-uniform Plan allocation, the Plan Administrator may
elect to test using allocation rates or using equivalent accrual (benefit)
rates (EBRs) as defined in Treas. Reg. §1.401(a)(4)-(8)(b)(2). In the event
that the Plan

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Defined Contribution Prototype and Volume Submitter Plan

Administrator elects to test using EBRs, the Plan must comply with this
Section 4.07.

(A) Gateway Contribution.
Except as provided in Section 4.07(A)(2), if the Employer in its
Nonstandardized Plan or Volume Submitter Plan elects an allocation of its
Nonelective Contribution which is: (i) based on classifications under Section
3.04(B)(3); (ii) super integrated under Section 3.04(B)(4); or (iii) age-based
under Section 3.04(B)(5), and the Plan Administrator will perform
nondiscrimination testing using EBRs, the Employer must make a Gateway
Contribution. Except as provided in Section 4.07(A)(2), the Employer also must
make a Gateway Contribution where the Employer in its Adoption Agreement has
elected a non-uniform allocation and the Plan Administrator performs
nondiscrimination testing using EBRs.

(1)
Definition of Gateway Contribution. A Gateway
Contribution is an additional Employer Contribution or Nonelective
Contribution in an amount necessary to
satisfy the minimum allocation gateway requirement described in Treas. Reg.
§1.401(a)(4)-8(b)(1)(vi).

(2)
Exception to Gateway Contribution requirement. An
Employer is not required to make any Gateway Contribution in the event that the
Employers elected allocation under Section 4.07(A) satisfies; (a) the broadly
available allocation rate requirements; (b) the age-based allocation with a
gradual age or service schedule requirements; or (c) the uniform target
benefit allocation requirements each as described in Treas. Reg.
§1.401(a)(4)-8(b)(1)(B).

(B) Eligibility for Gateway Contribution.
The Plan Administrator will allocate any Gateway Contribution for a Plan Year
to each NHCE Participant who receives an allocation of any Employer Contribution
or Nonelective Contribution for such Plan Year. The Plan Administrator will
allocate the Gateway Contribution without regard to any allocation conditions
under Section 3.06 otherwise applicable to Employer Contributions or
Nonelective Contributions under the Plan. However, if the Plan Administrator
disaggregates the Plan for testing pursuant to the OEE rule under Section
4.06(C), the Otherwise Excludible Employees will not receive an allocation of
any Gateway Contribution unless such an allocation is necessary to satisfy Code
§401(a)(4).

(C) Amount of Gateway Contribution.
The Plan Administrator will allocate any Gateway Contribution pro rata based on
the Compensation of each Participant who receives a Gateway Contribution
allocation for the Plan Year, but in no event will an allocation of the Gateway
Contribution to any Participant exceed the lesser of: (1) 5% of Compensation;
or (2) one-third (1/3) of the Highest Allocation Rate for the Plan Year. The
Plan Administrator will reduce (offset) the Gateway Contribution allocation for
a Participant under either the 5% or the 1/3 Gateway Contribution alternative,
by the amount of any other Employer Contributions or Nonelective Contributions
the Plan Administrator allocates (including forfeitures allocated as an
Employer Contribution or Nonelective Contribution and Safe Harbor Nonelective
Contributions, but excluding other QNECs, as defined under Section 1.37(C)) for
the same Plan Year to such Participant; provided that if an NHCE is receiving
only a QNEC and the QNEC amount equals or exceeds the Gateway Contribution, the
QNEC satisfies the Gateway Contribution requirement as to that NHCE.
Notwithstanding the foregoing, the Employer may increase the Gateway
Contribution to satisfy the provisions of Treas. Reg.
§1.401(a)(4)-9(b)(2)(v)(D) if the Plan consists (for nondiscrimination testing
purposes) of one or more Defined Contribution Plans and one or more Defined
Benefit Plans.

(D) Compensation for 5% Gateway Contribution.
For allocation purposes under the 5% Gateway Contribution alternative,
Compensation means as the Employer elects in the Adoption Agreement, except
that the Plan Administrator: (1) will include Elective Deferrals; (2) will
limit Compensation to Participating Compensation; and (3) will disregard any
other modifications to Compensation the Employer elects in its Adoption
Agreement.

(E) Compensation for Determination of Highest
Rate and 1/3 Gateway Contribution. The Plan
Administrator under the 1/3 Gateway Contribution alternative: (i) will determine
the Highest Allocation Rate and the resulting Gateway Contribution rate for the
NHCE Participants entitled to the Gateway Contribution; and (ii) will allocate
the Gateway Contribution, based on Compensation the Employer elects in its
Adoption Agreement, provided that such definition satisfies Code §414(s) and if
it does not, the Plan Administrator will allocate the Gateway Contribution
based on a Code §414(s) definition which the Plan Administrator operationally
selects.

(1)
Definition of Highest Allocation Rate. The Highest
Allocation Rate means the greatest allocation rate of any HCE Participant and
is equal to the Participants total Employer Contribution or Nonelective
Contribution allocation (including any QNECs, Safe Harbor Nonelective Contributions
and forfeitures allocated as a Nonelective Contribution or forfeitures
allocated as a Money Purchase Pension Contribution) divided by his/her
Compensation, as described in this Section 4.07(E).

(F) Employer Contribution Excludes Match.For
purposes of this Section 4.07, an Employer Contribution excludes Matching
Contributions.

4.08 AMENDMENT
TO PASS TESTING. In the event that the Plan fails to satisfy Code §§410 or
401(a)(4) in any Plan Year, the Employer may elect to amend the Plan consistent
with Treas. Reg. §1.401(a)(4)-11(g) to correct the failure. The Employer may
make such an amendment in any form or manner as the Employer deems reasonable,
but otherwise consistent with Section 11.02. Any amendment under this Section
4.08 will not affect reliance on the Plans Opinion Letter or Advisory Letter.

4.09 APPLICATION
OF COMPENSATION LIMIT. The Plan Administrator in performing any
nondiscrimination testing under this Article IV will limit each Participants
Compensation to the amount described in Section 1.11(E).

4.10 401(k)
(OR OTHER PLAN) TESTING. The Plan Administrator will test Elective
Deferrals, Matching Contributions and Employee Contributions under the
Employers 401(k) Plan or other Plan as applicable, in accordance with this
Section 4.10. The Plan Administrator, in applying this Section 4.10 will apply
the Final 401(k) Regulations Effective Date.

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Defined Contribution Prototype and Volume Submitter Plan

(A) Annual Elective Deferral Limitation.
A Participants Elective Deferrals for a Taxable Year may not exceed the
Elective Deferral Limit.

(1)
Definition of Elective Deferral Limit. The Elective
Deferral Limit is the Code §402(g) limitation on each Participants Elective
Deferrals for each Taxable Year. If the Participants Taxable Year is not a
calendar year, the Plan Administrator must apply the Code §402(g) limitation in
effect for the calendar year in which the Participants Taxable Year begins.

(2)
Definition of Excess Deferral. A Participants Excess
Deferral is the amount of Elective Deferrals for a Taxable Year which exceeds
the Elective Deferral Limit.

(3)
Elective Deferral Limit amount. The Elective Deferral Limit is the following amount for
each Taxable Year:

|     |  |        
|---- |  | -------
|Year |  | Amount 
|     |  |        
|2002 |  | $11,000
|2003 |  | $12,000
|2004 |  | $13,000
|2005 |  | $14,000
|2006 |  | $15,000

(4)
COLA after 2006. After the 2006 Taxable Year, the
Elective Deferral Limit is subject to adjustment in multiples of $500 under
Code §402(g)(4).

(5)
Suspension after reaching limit. If, pursuant to a
Salary Reduction Agreement or pursuant to a CODA election, the Employer
determines a Participants Elective Deferrals to the Plan for a Taxable Year
would exceed the Elective Deferral Limit, the Employer will suspend the
Participants Salary Reduction Agreement, if any, until the following January 1
and will pay to the Participant in cash the portion of the Elective Deferrals
which would result in the Participants Elective Deferrals for the Taxable Year
exceeding the Elective Deferral Limit.

(6)
Correction. If the Plan Administrator determines a
Participants Elective Deferrals already contributed to the Plan for a Taxable
Year exceed the Elective Deferral Limit, the Plan Administrator will distribute
the Excess Deferrals as adjusted for Allocable Income, no later than April 15
of the following Taxable Year (or if later, the date permitted under Code
§§7503 or 7508A). See Section 4.11(C)(1) as to Gap Period income.

(7)
415 interaction. If the Plan Administrator distributes
the Excess Deferrals by the April 15 deadline under Section 4.10(A)(6), the
Excess Deferrals are not an Annual Addition under Section 4.05, and the Plan
Administrator may make the distribution irrespective of any other provision
under this Plan or under the Code. Elective Deferrals distributed to a
Participant as an Excess Amount in accordance with Sections 4.01 through 4.03
are not taken into account in determining the Participants Elective Deferral
Limit.

(8)
ADP interaction. The Plan Administrator will reduce
the amount of Excess Deferrals for a Taxable Year distributable to a
Participant by the amount of Excess Contributions (as determined in Section
4.10(B)), if any, previously distributed to the Participant for the Plan Year
beginning in that Taxable Year.

(9)
More than one plan. If a Participant participates in
another plan subject to the Code §402(g) limitation under which he/she makes
elective deferrals pursuant to a 401(k) Plan, elective deferrals under a
SARSEP, elective contributions under a SIMPLE IRA or salary reduction
contributions to a tax-sheltered annuity (irrespective of whether the Employer
maintains the other plan), the Participant may provide to the Plan
Administrator a written claim for Excess Deferrals made to the Plan for a
Taxable Year. The Participant must submit the claim no later than the March 1
following the close of the particular Taxable Year and the claim must specify
the amount of the Participants Elective Deferrals under this Plan which are
Excess Deferrals. The Plan Administrator may require the Participant to provide
reasonable evidence of the existence of and the amount of the Participants
Excess Deferrals. If the Plan Administrator receives a timely claim which it
approves, the Plan Administrator will distribute the Excess Deferrals (as
adjusted for Allocable Income under Section 4.11(C)(1)) the Participant has
assigned to this Plan, in accordance with this Section 4.10(A). If a
Participant has Excess Deferrals because of making Elective Deferrals to this
Plan and other plans of the Employer (but where the Elective Deferral Limit is
not exceeded based on Deferrals to any single plan), the Participant for
purposes of this Section 4.10(A)(9) is deemed to have notified the Plan
Administrator of this Plan of the Excess Deferrals.

(10)
Roth and Pre-Tax Deferrals. If a Participant who will
receive a distribution of Excess Deferrals, in the Taxable Year for which the
corrective distribution is made, has contributed both Pre-Tax Deferrals and
Roth Deferrals, the Plan Administrator operationally will determine the
Elective Deferral Account source(s) from which it will direct the Trustee to
make the corrective distribution. The Plan Administrator also may permit the
affected Participant to elect the source(s) from which the Trustee will make
the corrective distribution. However, the amount of a corrective distribution
of Excess Deferrals to any Participant from the Pre-Tax Deferral or Roth
Deferral sources under this Section 4.10(A)(10) may not exceed the amount of
the Participants Pre-Tax Deferrals or Roth Deferrals for the Taxable Year of
the correction.

(B) Actual Deferral Percentage (ADP) Test.
If the Employer in its Adoption Agreement has elected to test its 401(k) Plan
as a Traditional 401(k) Plan, a Participants Elective Deferrals for a Plan
Year may not exceed the ADP Limit.

(1)
Definition of ADP Limit.
The ADP Limit is the maximum dollar amount of Elective Deferrals each HCE
Participant may defer under the Plan such that the Plan passes the ADP test for
that Plan Year.

(2)
Definition of Excess Contributions. Excess
Contributions are the amount of Elective Deferrals made by the HCEs which
exceed the ADP Limit and which may not be recharacterized as Catch-Up
Contributions.

(3)
ADP test. For each Plan Year, Elective Deferrals
satisfy the ADP test if they satisfy either of the following tests:

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Defined Contribution Prototype and Volume Submitter Plan

(a)
1.25 test. The ADP for the HCE Group does not exceed
1.25 times the ADP of the NHCE Group; or

(b)
2 percent test. The ADP for the HCE Group does not
exceed the ADP for the NHCE Group by more than two percentage points and the
ADP for the HCE Group is not more than twice the ADP for the NHCE Group.

(4)
Calculation of ADP. The ADP for either group is the
average of the separate ADRs calculated to the nearest one-hundredth of one
percent for each ADP Participant who is a member of that group. The Plan
Administrator will include in the ADP test as a zero an ADP Participant who
elects not to make Elective Deferrals to the Plan for the Testing Year.

(a)
Definition of ADR (actual deferral ratio). An ADP
Participants ADR for a Plan Year is the ratio of the ADP Participants
Elective Deferrals, but excluding Catch-Up Contributions, for the Plan Year to
the ADP Participants Compensation for the Plan Year.

(b)
Definitions of ADP Participant and HCE and NHCE Groups.
See Sections 4.11(B), (G), and (H).

(c)
Excess Deferrals interaction. In determining the ADP,
the Plan Administrator must include any HCEs Excess Deferrals (whether or not
corrected), as described in Section 4.10(A), to this Plan or to any other Plan
of the Employer and the Plan Administrator will disregard any NHCEs Excess
Deferrals.

(d)
QNECs and QMACs. The Plan Administrator operationally
may include in the ADP test, QNECs and QMACs the Plan Administrator does not
use in the ACP test, provided that the Plan passes the ACP test before and
after the shifting of any amount from the ACP test to the ADP test. The Plan
Administrator may use QNECs or QMACs in the ADP test provided such amounts are
not impermissibly targeted under Section 4.10(D).

(e)
Shifting Elective Deferrals to ACP. The Plan
Administrator will not count in the ADP test any Elective Deferrals the Plan
Administrator operationally elects to shift to the ACP test; provided that the
Plan must pass the ADP test both taking into account and disregarding the
Elective Deferrals the Plan Administrator shifts to the ACP test.

(f)
Current/Prior Year Testing.

(i)
Election. In determining whether the Plans 401(k)
arrangement satisfies the ADP test, the Plan Administrator will use Current
Year Testing or Prior Year Testing as the Employer elects in its Adoption
Agreement. Any such election applies for such Testing Years as the Employer
elects (and retroactively as the Employer elects in the case of a Restated
Plan).

(ii)
Permissible changes. The Employer may amend its
Adoption Agreement to change from Prior Year Testing to Current Year Testing at
any time, subject to Section 4.06(D). The Employer under Section 4.06(D) may
amend its Adoption Agreement to change from Current Year Testing to Prior Year
Testing only: (A) if the Plan has used Current Year Testing in at least the 5
immediately preceding Plan Years (or if the Plan has not been in existence for
5 Plan Years, the number of Plan Years the Plan has been in existence); (B) the
Plan is the result of aggregation of 2 or more plans and each of the aggregated
plans used Current Year Testing for the period described in clause (A); or (C)
a transaction occurs to which the coverage transition rule under Code
§410(b)(6)(C) applies and as a result, the Employer maintains a plan using
Prior Year Testing and a plan using Current Year Testing. Under clause (C), the
Employer may make an amendment to change to Prior Year Testing at any time
during the coverage transition period.

(iii)
Deferrals and QNEC/QMAC deadline/limitation under Prior Year Testing.
The Plan Administrator may include Elective Deferrals, QNECs or QMACs in
determining the HCE or NHCE ADP only if the Employer makes such contribution to
the Plan within 12 months following the end of the Plan Year to which the
Elective Deferral relates or to which the Plan Administrator will allocate the
QNEC or QMAC. Under Prior Year Testing, to count the QNEC or QMAC in the ADP
test, the Employer must contribute a QNEC or QMAC by the end of the Testing
Year. If the Employers adoption of this Plan is a new Plan (and in the case of
a Restated Plan for Testing Years which begin after the date the Employer
executes the Restated Plan), the Employer may not make an Operational QNEC or
QMAC if the Plan uses Prior Year Testing.

(iv)
First Plan Year under Prior Year Testing. For the
first Plan Year the Plan permits Elective Deferrals, if the Plan is not a
Successor Plan and is using Prior Year Testing, the prior year ADP for the NHCE
Group is equal to the greater of 3% or the actual ADP for the NHCE Group in the
first Plan Year. If the Plan continues to use Prior Year Testing in the second
Plan Year, the Plan Administrator must use the actual first Plan Year ADP for
the NHCE Group in the ADP test for the second Plan Year.

(v)
Plan coverage changes under Prior Year Testing. If the
Employers Plan is using Prior Year Testing and the Plan experiences a plan
coverage change under Treas. Reg. §1.401(k)-2(c)(4), the Plan Administrator
will make any adjustments such regulations may require to the NHCEs ADP for
the prior year.

(vi)
Shifting contributions and switching from Current Year to Prior Year.
If the Plan Administrator is using Current Year Testing and shifts an Elective
Deferral to the ACP test or shifts a QMAC to the ADP test, then, in the
subsequent Testing Year for which the Plan Administrator switched to Prior Year
Testing, the Plan Administrator in applying Prior Year Testing must disregard
the shifted amount. As of the Final 401(k) Regulations Effective Date, the Plan
Administrator in applying Prior Year Testing in such subsequent Testing Year
will restore the ADP and ACP to their original amounts, leaving the shifted
amount in the original test without regard to the shift in the previous Testing
Year.

(5)
Special aggregation rule for HCEs. To determine the
ADR of any HCE, the Plan Administrator must take into account any Elective
Deferrals made by the HCE (and if used in the ADP test, any QNECs and QMACs
allocated to the HCE) under any other 401(k) Plan maintained by the Employer,
unless the Elective Deferrals are to an ESOP before the Final 401(k)
Regulations Effective Date. If the 401(k) Plans have different Plan Years, the
Plan Administrator will determine the combined Elective Deferrals on the basis
of the Plan Years ending in the same

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Defined Contribution Prototype and Volume Submitter
Plan

calendar year. For Plan Years beginning on or after the Final 401(k)
Regulations Effective Date, if the 401(k) Plans have different Plan Years, all
Elective Deferrals made during the Plan Year will be aggregated.
Notwithstanding the foregoing, the Plan Administrator will not apply the
aggregation rule of this Section 4.10(B)(5) to plans which may not be
aggregated under Treas. Reg. §1.401(k)-2(a)(3)(ii)(B).

(6)
Aggregation of certain 401(k) plans. If the Employer
treats two or more plans as a single plan for coverage or nondiscrimination
purposes, the Employer must combine the 401(k) Plans to determine whether the
plans satisfy the ADP test. This aggregation rule applies to the ADR
determination for all ADP Participants (and ADP participants under the other
plans), irrespective of whether an ADP Participant is an HCE or an NHCE. An
Employer may not aggregate: (a) plans with different Plan Years; (b) a Safe
Harbor 401(k) Plan with a non-Safe Harbor 401(k) Plan; (c) plans which use
different testing methods (Current Year Testing versus Prior Year Testing); or
(d) any other plans which must be disaggregated under Treas. Reg.
§1.401(k)-1(b)(4)(iv). For Plan Years prior to the Final 401(k) Regulations
Effective Date, the Employer may not aggregate an ESOP (or the ESOP portion of
a plan) with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer
aggregating 401(k) Plans under this Section 4.10(B)(6) is using Prior Year
Testing, the Plan Administrator must adjust the NHCE Group ADP for the prior
year as provided in Section 4.10(B)(4)(f)(v).

(7)
Characterization of Excess Contributions. If, pursuant
to Section 4.10(B)(4)(d), the Plan Administrator has elected to include QMACs
in the ADP test, any Excess Contributions are attributable proportionately to
Elective Deferrals and to QMACs in the ADP test allocated on the basis of those
Elective Deferrals. The Plan Administrator will reduce the amount of Excess
Contributions for a Plan Year distributable to an HCE by the amount of Excess
Deferrals (as determined in Section 4.10(A)), if any, previously distributed to
that Employee for the Employees Taxable Year ending in that Plan Year.

(8)
Distribution of Excess Contributions. If the Plan
Administrator determines the Plan fails to satisfy the ADP test for a Plan
Year, the Trustee, as directed by the Plan Administrator, by the end of the
Plan Year which follows the Testing Year (or any later date determined under
Code §7508A), must distribute the Excess Contributions, as adjusted for
Allocable Income under Section 4.11(C)(2).

(a)
Calculation of total Excess Contributions. The Plan
Administrator will determine the total amount of the Excess Contributions to
the Plan by starting with the HCE(s) who has the greatest ADR, reducing his/her
ADR (but not below the next highest ADR), then, if necessary, reducing the ADR
of the HCE(s) at the next highest ADR, including the ADR of the HCE(s) whose
ADR the Plan Administrator already has reduced (but not below the next highest
ADR), and continuing in this manner until the ADP for the HCE Group is equal to
the ADP Limit. All reductions under this Section 4.10(B)(8)(a) are to the ADR
only and do not result in any actual distributions.

(b)
Apportionment and distribution of Excess Contributions.
After the Plan Administrator has determined the total Excess Contribution
amount, the Trustee, as directed by the Plan Administrator, then will
distribute to each HCE his/her respective share of the Excess Contributions.
The Plan Administrator will determine each HCEs share of Excess Contributions
by starting with the HCE(s) who has the highest dollar amount of Elective Deferrals,
reducing his/her Elective Deferrals (but not below the next highest dollar
amount of Elective Deferrals), then, if necessary, reducing the Elective
Deferrals of the HCE(s) at the next highest dollar amount of Elective Deferrals
including the Elective Deferrals of the HCE(s) whose Elective Deferrals the
Plan Administrator already has reduced (but not below the next highest dollar
amount of Elective Deferrals), and continuing in this manner until the Trustee
has distributed all Excess Contributions.

(c)
Roth and Pre-Tax Deferrals. If an HCE who will receive
a distribution of Excess Contributions, in the Plan Year for which the
corrective distribution is made, has contributed both Pre-Tax Deferrals and
Roth Deferrals, the Plan Administrator operationally will determine the
Elective Deferral Account source(s) from which it will direct the Trustee to
make the corrective distribution. The Plan Administrator also may permit the
affected Participant to elect the source(s) from which the Trustee will make
the corrective distribution. However, the amount of a corrective distribution
of Excess Contributions to any Participant from the Pre-Tax Deferral or Roth
Deferral sources under this Section 4.10(B)(8)(c) may not exceed the amount of
the Participants Pre-Tax Deferrals or Roth Deferrals for the Testing Year.

(d)
Catch-Up Deferrals re-characterized. If the Plan
permits Catch-Up Contributions and a Catch-Up Eligible Participant exceeds
his/her ADP Limit and the Plan Administrator otherwise would distribute the
Participants Excess Contributions, the Plan Administrator instead will
re-characterize as a Catch-Up Deferral the portion of such Excess Contributions
as is equal to the Participants unused Catch-Up Deferral Limit applicable to
the Testing Year. Any such re-characterized Excess Contribution, plus Allocable
Income, will remain in the Participants Account and the Plan Administrator,
for purposes of determining ADP test correction, will treat the
re-characterized amount, including Allocable Income, as having been
distributed. If the Employer in its Adoption Agreement has elected to match
Catch-Up Deferrals, the Plan Administrator will retain in the affected
Participants Account any Matching Contributions made with respect to any
Excess Contributions which the Plan Administrator re-characterizes under this
Section 4.10(B)(8)(d).

(9)
Allocable Income/Testing Year and Gap Period. A
corrective distribution under Section 4.10(B)(8) must include Allocable Income.
See Section 4.11(C)(2).

(10)
Treatment as Annual Additions. Distributed Excess
Contributions are Annual Additions under Sections 4.01 through 4.05 in the
Limitation Year in which such amounts were allocated.

(11)
Re-characterization as Employee Contributions. In
addition to the other correction methods under this Section 4.10(B), the Plan
Administrator operationally may elect to correct an ADP test failure by
re-characterizing the Elective Deferrals in excess of the ADP Limit as Employee
Contributions in accordance with Treas. Reg. §1.401(k)-2(b)(3).

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Defined Contribution Prototype and
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(C)
Actual Contribution Percentage (ACP) Test. If: (i) the
Employer in its Adoption Agreement has elected to test its Plan as a
traditional 401(k) Plan; (ii) the Employer under its 401(k) Plan has elected
only ADP safe harbor plan status and the Employer makes Matching Contributions;
or (iii) under any Plan there are Employee Contributions or Matching
Contributions (not exempted from ACP testing), a Participants Aggregate
Contributions may not exceed the ACP Limit.

(1)
Definition of ACP Limit. The ACP Limit is the maximum dollar
amount of Aggregate Contributions that each HCE may receive or may make under
the Plan such that the Plan passes the ACP test.

(2)
Definition of Aggregate Contributions. Aggregate
Contributions are Matching Contributions and Employee Contributions. Aggregate
Contributions also include any QMACs, QNECs and Elective Deferrals the Plan
Administrator includes in the ACP test.

(3)
Definition of Excess Aggregate Contributions. Excess
Aggregate Contributions are the amount of Aggregate Contributions allocated on
behalf of the HCEs which cause the Plan to fail the ACP test.

(4)
ACP test. For each Plan Year, Aggregate Contributions satisfy
the ACP test if they satisfy either of the following tests:

(a)
1.25 test. The ACP for the HCE Group does not exceed 1.25
times the ACP of the NHCE Group; or

(b)
2 percent test. The ACP for the HCE Group does not exceed the
ACP for the NHCE Group by more than two percentage points and the ACP for the
HCE Group is not more than twice the ACP for the NHCE Group.

(5)
Calculation of ACP. The ACP for either group is the average
of the separate ACRs calculated to the nearest one-hundredth of one percent for
each ACP Participant who is a member of that group. The Plan Administrator will
include in the ACP test as a zero an ACP Participant who for the Testing Year:
(i) is eligible to make Employee Contributions but who does not do so; or (ii)
is eligible to make Elective Deferrals and to receive an allocation of any
Matching Contributions based on Elective Deferrals but who does not make any
Elective Deferrals. An Employee who fails to satisfy an allocation condition
applicable to Matching Contributions is excluded from the ACP test unless the
Employee is eligible to make Employee Contributions or the Plan Administrator
re-characterizes any of the Employees Elective Deferrals as Employee
Contributions.

(a)
Definition of ACR (actual contribution ratio). An ACP
Participants ACR for a Plan Year is the ratio of the ACP Participants
Aggregate Contributions for the Plan Year to the ACP Participants Compensation
for the Plan Year.

(b)
Definitions of ACP Participant and HCE and NHCE Groups. See
Section 4.11(A), (G), and (H).

(c)
QNECs and Elective Deferrals. The Plan Administrator
operationally may include in the ACP test QNECs and Elective Deferrals the Plan
Administrator does not use in the ADP test, provided that the Plan passes the
ADP test before and after the shifting of any amount from the ADP test to the
ACP test. The Plan Administrator may use QNECs in the ACP test provided such
amounts are not impermissibly targeted under Section 4.10(D).

(d)
Shifting QMACs to ADP. The Plan Administrator will not count
in the ACP test any QMACs the Plan Administrator operationally elects to shift
to the ADP test; provided that the Plan must pass the ACP test both taking into
account and disregarding the QMACs the Plan Administrator shifts to the ADP
test.

(e)
Current/Prior Year Testing.

(i)
Election. In determining whether the Plans 401(k)
arrangement satisfies the ACP test, the Plan Administrator will use Current
Year Testing or Prior Year Testing as the Employer elects in its Adoption
Agreement. Any such election applies for such Testing Years as the Employer
elects (and retroactively as the Employer elects in the case of a Restated Plan).

(ii)
Permissible changes. The Employer may amend its Adoption
Agreement to change from Prior Year Testing to Current Year Testing at any
time, subject to Section 4.06(D). The Employer, under Section 4.06(D) may amend
its Adoption Agreement to change from Current Year Testing to Prior Year
Testing only: (A) if the Plan has used Current Year Testing in at least the 5
immediately preceding Plan Years (or if the Plan has not been in existence for
5 Plan Years, the number of Plan Years the Plan has been in existence); (B) the
Plan is the result of aggregation of 2 or more plans and each of the aggregated
plans used Current Year Testing for the period described in clause (A); or (C)
a transaction occurs to which the coverage transition rule under Code
§410(b)(6)(C) applies and as a result, the Employer maintains a plan using
Prior Year Testing and a plan using Current Year Testing. Under clause (C), the
Employer may make an amendment to change to Prior Year Testing at any time
during the coverage transition period.

(iii) Employee Contribution, Matching and QNEC deadline/limitation under Prior
Year Testing.The Plan Administrator includes Employee
Contributions in the ACP test in the Testing Year in which the Employer
withholds the Employee Contributions from the Participants pay, provided such
contributions are contributed to the Trust within a reasonable period
thereafter. The Plan Administrator may include Matching Contributions and QNECs
in determining the HCE or NHCE ACP only if the Employer makes such contribution
to the Plan within 12 months following the end of the Plan Year to which the
Plan Administrator will allocate the Matching Contribution or QNEC. Under Prior
Year Testing, to count the QNEC in the ACP test, the Employer must contribute a
QNEC by the end of the Testing Year. If the Employers adoption of this Plan is
a new Plan (and in the case of a restated Plan effective for Testing Years
which begin after the date the Employer executes the restated Plan), the
Employer may not make an Operational QNEC if the Plan uses Prior Year Testing.

(iv)
First Plan Year under Prior Year Testing. For the first Plan
Year the Plan permits Matching Contributions or Employee Contributions, if the
Plan is not a Successor Plan and is using Prior Year Testing, the prior year
ACP for the NHCE Group is equal to the greater of 3% or the actual ACP for the
NHCE Group in the first Plan Year. If the

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Defined Contribution Prototype and
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Plan continues to use Prior Year Testing in the second
Plan Year, the Plan Administrator must use the actual first Plan Year ACP for
the NHCE Group in the ACP test for the second Plan Year.

(v)
Plan coverage changes under Prior Year Testing.If the
Employers Plan is using Prior Year Testing and the Plan experiences a plan
coverage change under Treas. Reg. §1.401(m)-2(c)(4), the Plan Administrator
will make any adjustments such regulations may require to the NHCEs ACP for
the prior year.

(vi)
Shifting contributions and switching from Current Year to Prior Year.
If the Plan Administrator is using Current Year Testing and shifts an Elective
Deferral to the ACP test or shifts a QMAC to the ADP test, then, in the
subsequent Testing Year for which the Plan Administrator switched to Prior Year
Testing, the Plan Administrator in applying Prior Year Testing must disregard
the shifted amount. As of the Final 401(k) Regulations Effective Date, the Plan
Administrator in applying Prior Year Testing in such subsequent Testing Year
will restore the ADP and ACP to their original amounts, leaving the shifted
amount in the original test without regard to the shift in the previous Testing
Year.

(6)
Special aggregation rule for HCEs. To determine the ACR of
any HCE, the Plan Administrator must take into account any Aggregate
Contributions allocated to the HCE under any other 401(m) Plan maintained by
the Employer, unless the Aggregate Contributions are to an ESOP before the
Final 401(k) Regulations Effective Date. If the 401(m) Plans have different
Plan Years, the Plan Administrator will determine the combined Aggregate
Contributions on the basis of the Plan Years ending in the same calendar year.
For Plan Years beginning on or after the Final 401(k) Regulations Effective
Date, if the 401(m) Plans have different Plan Years, all Aggregate
Contributions made during the Plan Year will be aggregated. Notwithstanding the
foregoing, the Plan Administrator will not apply the aggregation rule of this
Section 4.10(C)(6) to plans which may not be aggregated under Treas. Reg.
§1.401(m)-2(a)(3)(ii)(B).

(7)
Aggregation of certain 401(m) plans.If the Employer treats
two or more plans as a single plan for coverage or nondiscrimination purposes,
the Employer must combine the 401(m) Plans under such plans to determine
whether the plans satisfy the ACP test. This aggregation rule applies to the
ACR determination for all ACP Participants (and ACP participants under the other
plans), irrespective of whether an ACP Participant is an HCE or an NHCE. An
Employer may not aggregate: (a) plans with different Plan Years; (b) a Safe
Harbor 401(k) Plan with a non-Safe Harbor 401(k) Plan; (c) plans which use
different testing methods (Current Year Testing versus Prior Year Testing); or
(d) any other plans which must be disaggregated under Treas. Reg.
§1.401(k)-1(b)(4)(iv). For Plan Years prior to the Final 401(k) Regulations
Effective Date, the Employer may not aggregate an ESOP (or the ESOP portion of
a plan) with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer
aggregating 401(m) Plans under this Section 4.10(C)(7) is using Prior Year
Testing, the Plan Administrator must adjust the NHCE Group ACP for the prior
year as provided in Section 4.10(C)(5)(e)(v).

(8)
Distribution of Excess Aggregate Contributions. If the Plan
Administrator determines the Plan fails to satisfy the ACP test for a Plan
Year, the Trustee, as directed by the Plan Administrator, by the end of the
Plan Year which follows the Testing Year (or any later date determined under
Code §7508A), must distribute the Vested Excess Aggregate Contributions, as
adjusted for Allocable Income under Section 4.11(C)(2).

(a)
Calculation of total Excess Aggregate Contributions. The Plan
Administrator will determine the total amount of the Excess Aggregate
Contributions by starting with the HCE(s) who has the greatest ACR, reducing
his/her ACR (but not below the next highest ACR), then, if necessary, reducing
the ACR of the HCE(s) at the next highest ACR level, including the ACR of the
HCE(s) whose ACR the Plan Administrator already has reduced (but not below the
next highest ACR), and continuing in this manner until the ACP for the HCE Group
satisfies the ACP test. All reductions under this Section 4.10(C)(8)(a) are to
the ACR only and do not result in any actual distributions.

(b)
Apportionment and distribution of Excess Aggregate Contributions.
After the Plan Administrator has determined the total Excess Aggregate
Contribution amount, the Trustee, as directed by the Plan Administrator, then
will distribute (to the extent Vested) to each HCE his/her respective share of
the Excess Aggregate Contributions. The Plan Administrator will determine each
HCEs share of Excess Aggregate Contributions by starting with the HCE(s) who
has the highest dollar amount of Aggregate Contributions, reducing the amount
of his/her Aggregate Contributions (but not below the next highest dollar amount
of the Aggregate Contributions), then, if necessary, reducing the amount of
Aggregate Contributions of the HCE(s) at the next highest dollar amount of
Aggregate Contributions, including the Aggregate
Contributions of the HCE(s) whose Aggregate Contributions the Plan
Administrator already has reduced (but not below the next highest dollar amount
of Aggregate Contributions), and continuing in this manner until the Trustee
has distributed all Excess Aggregate Contributions.

(9)
Allocable Income/Testing Year and Gap Period. The Plan
Administrator will calculate and will distribute Excess Aggregate Contribution
Allocable Income in the same manner as described in Section 4.10(B)(9) for
Excess Contributions.

(10)
Testing and correction ordering.If the Plan Administrator
must perform both the ADP and ACP tests in a given Plan Year, the Plan
Administrator may perform the tests and undertake correction of a failed test
in any order that the Plan Administrator determines and which is not inconsistent
with Applicable Law, with a view toward preserving Plan benefits, maximizing
Employer Contributions in the Plan versus Employee Contributions or Elective
Deferrals, and minimizing forfeitures. Toward this end, the Plan Administrator
may treat an HCEs allocable share of Excess Aggregate Contributions in the
following priority: (a) first as attributable to his/her Employee Contributions
and Matching Contributions thereon, if any; (b) then as attributable to
Matching Contributions allocable as to Excess Contributions determined under
the ADP test such that the Plan Administrator distributes any Vested Excess
Aggregate Contribution to reduce the amount of Associated Matching Contribution
subject to forfeiture (irrespective of vesting). See Section 3.07(B)(1) as to
testing or re-testing related to forfeiture allocations. To the extent that
distributed

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Defined Contribution Prototype and
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Excess Aggregate Contributions include Elective
Deferrals, and the Participant in that Testing Year made both Pre-Tax Deferrals
and Roth Deferrals, the ordering rules under Sections 4.10(A)(10) and
4.10(B)(8)(c) apply.

(11)
Vesting/forfeiture of non-Vested Excess Aggregates. To the
extent an HCEs Excess Aggregate Contributions are attributable to Matching
Contributions, and he/she is not 100% Vested in his/her Matching Contribution
Account, the Plan Administrator will distribute only the Vested portion and
will forfeit the non-Vested portion. The Vested portion of the HCEs Excess
Aggregate Contributions attributable to Employer Matching Contributions is the
total amount of such Excess Aggregate Contributions (as adjusted for allocable
income) multiplied by his/her Vested percentage (determined as of the last day
of the Plan Year for which the Employer made the Matching Contribution).

(12)
Treatment as Annual Addition. Distributed Excess Aggregate
Contributions are Annual Additions under Sections 4.01 through 4.05 in the
Limitation Year in which such amounts were allocated.

(D)
QNEC, Matching and QMAC Targeting Restrictions.The Plan Administrator
in performing the ADP or ACP tests may not include in the tests any
impermissibly targeted QNEC or Matching Contribution as described in this
Section 4.10(D). These targeting restrictions apply as of the Final 401(k)
Regulations Effective Date to Matching Contributions, to Plan-Designated and
Operational QNECs and to Plan-Designated and Operational QMACs. The Employer
will not contribute Operational QNECs or QMACs which would violate the
targeting restrictions.

(1)
QNEC targeting rules. The Plan Administrator may include in
the ADP test or in the ACP test only such amounts of any QNEC as are not
impermissibly targeted. A QNEC is impermissibly targeted if the QNEC amount
allocated to any NHCE exceeds the greater of: (a) 5% of Compensation; or (b) 2
times the Plans Representative Contribution Rate.

| | (a) | Definition of Representative
 Contribution Rate.
| | --- | ------------------------------------------------

(i)
ADP. The Plans ADP Representative Contribution Rate is the
lowest ADP Applicable Contribution Rate of any ADP Participants who are NHCEs
in a group consisting of: (A) any one-half of the ADP Participants who are
NHCEs for the Plan Year; or (B) if it would result in a greater Representative
Contribution Rate than under clause (A), all of the ADP Participants who are
NHCEs and who are employed by the Employer on the last day of the Plan Year.

(ii) ACP.The Plans ACP Representative Contribution Rate is
the lowest ACP Applicable Contribution Rate of any ACP Participants who are
NHCEs in a group consisting of: (A) any one-half of the ACP Participants who
are NHCEs for the Plan Year; or (B) if it would result in a greater
Representative Contribution Rate than under clause (A), all of the ACP
Participants who are NHCEs and who are employed by the Employer on the last day
of the Plan Year.

(b)
Definition of Applicable Contribution Rate.

(i)
ADP. The Applicable Contribution Rate of an ADP Participant
who is an NHCE for the ADP test is the sum of the NHCEs QNECs and QMACs used
in the ADP test, divided by the NHCEs Compensation.

(ii)
ACP. The Applicable Contribution Rate of an ACP Participant
who is an NHCE for the ACP test is the sum of the NHCEs Matching Contributions
and QNECs used in the ACP test, divided by the NHCEs Compensation.

(c)
QNEC in ACP test. The Plan Administrator may not use in the
ADP test or take into account in determining the Plans Representative
Contribution Rate, any QNEC the Plan Administrator applies to the ACP test.

(d)
Prevailing Wage Contribution. Notwithstanding Section
4.10(D)(1), the Plan Administrator may count in the ADP test QNECs which are
Prevailing Wage Contributions to the extent that such QNECs do not exceed 10%
of Compensation. The Plan Administrator also may count in the ACP test a QNEC
which is a Prevailing Wage Contribution up to an additional 10% of
Compensation, such that the combined QNEC amount does not exceed 20% of Compensation
and not more than 10% in either test.

(2)
Matching Contribution targeting rules.The Plan Administrator
may include in the ACP test only such Matching Contribution amounts (including
QMACs) as are not impermissibly targeted. A Matching Contribution is
impermissibly targeted if the Matching Contribution amount allocated to any
NHCE exceeds the greatest of: (i) 5% of Compensation; (ii) the amount of the
NHCEs Elective Deferrals; or (iii) the product of 2 times the Plans
Representative Matching Rate and the NHCEs Elective Deferrals for the Plan
Year.

(a)
Definition of Representative Matching Rate. The Plans
Representative Matching Rate is the lowest Matching Rate for any ACP
Participants who are NHCEs in a group consisting of: (i) any one-half of the
ACP Participant NHCEs who make Elective Deferrals for the Plan Year; or if it
would result in a greater Representative Matching Rate, (ii) all of the ACP
Participant NHCEs who make Elective Deferrals for the Plan Year and who are
employed by the Employer on the last day of the Plan Year.

(b)
Definition of Matching Rate. The Matching Rate for an NHCE is
the NHCEs Matching Contributions divided by his/her Elective Deferrals;
provided that if the Matching Rate is not the same for all levels of Elective
Deferrals, the Plan Administrator will determine each NHCEs Matching Rate by
assuming an Elective Deferral equal to 6% of Compensation.

(c)
Employee Contributions. If the Plan permits Employee Contributions,
the Plan Administrator will apply this Section 4.10(D)(2) by adding together an
NHCEs Employee Contributions and Elective Deferrals. If the Plan provides a
Matching Contribution only as to Employee Contributions, the Plan Administrator
will apply this Section 4.10(D)(2) by substituting the Employee Contributions
for Elective Deferrals.

(3)
Accrued fixed contributions. The Employer must contribute any
accrued fixed contribution, even if any or all of such contribution is
impermissibly targeted under this Section 4.10(D).

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Defined Contribution Prototype and
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4.11
DEFINITIONS:SECTIONS
4.06-4.10. For purposes of Sections 4.06 through 4.10:

(A) ACP
Participant.ACP Participant means an Eligible Employee who
has satisfied the eligibility requirements under Article II and the allocation
conditions under Section 3.06 applicable to Matching Contributions such that
the Participant would be entitled to a Matching Contribution allocable to the
Testing Year if he/she makes an Elective Deferral. An ACP Participant also includes
an Eligible Employee who has satisfied the eligibility requirements under
Article II applicable to Employee Contributions and who has the right at any
time during the Testing Year to make Employee Contributions. Any Employee with
zero Compensation for the Testing Year is not an ACP Participant.

(B) ADP
Participant.ADP Participant means an Eligible Employee who
has satisfied the eligibility requirements under Article II applicable to any
Elective Deferrals and who has the right at any time during the Testing Year to
make Elective Deferrals. Any Employee with zero Compensation for the Testing
Year is not an ADP Participant. A Participant is an ADP Participant even if
he/she may not make Elective Deferrals for all or any part of the Testing Year
because of the Annual Additions Limit or suspension based on a hardship
distribution under Section 6.07.

(C)
Allocable Income. Allocable Income means as follows:

(1)
Excess Deferrals. For purposes of making a distribution of
Excess Deferrals pursuant to Section 4.10(A), Allocable Income means Earnings
allocable to the Excess Deferrals for the Taxable Year in which the Participant
made the Excess Deferral. The Plan Administrator also will distribute Gap
Period income with respect to Excess Deferrals in Taxable Years which began on
or after January 1, 2007, if the Plan Administrator in accordance with the Plan
terms otherwise would allocate the Gap Period Allocable Income to the
Participants Account. The Plan Administrator will not distribute Gap Period income
with respect to Excess Deferrals occurring before the above date unless the
Employer elects otherwise in Appendix B.

(a)
Reasonable or alternative (pro rata) method. To calculate
such Allocable Income for the Taxable Year, the Plan Administrator will use:
(i) a uniform and nondiscriminatory method which reasonably reflects the manner
used by the Plan Administrator to allocate Earnings to Participants Accounts;
or (ii) the alternative method under Treas. Reg. §1.402(g)-1(e)(5)(iii). See
Section 4.11(C)(2)(a) as to the alternative method except the Plan
Administrator will apply such modifications as are necessary to determine
Taxable Year Allocable Income with respect to the Excess Deferrals.

(b)
Gap Period. To calculate Gap Period Allocable Income, the
Plan Administrator may use either of the Section 4.11(C)(1)(a) methods, or may
apply the safe harbor method under Treas. Reg. §1.402(g)-1(e)(5)(iv). See
Section 4.11(C)(2)(b) as to the safe harbor method except the Plan
Administrator will apply such modifications as are necessary to determine Gap
Period Allocable Income with respect to the Excess Deferrals. Under a
reasonable method described in Section 4.11(C)(1)(a), clause (i), the Plan
Administrator may determine the Allocable Income as of a date which is no more
than 7 days prior to the date of the corrective distribution.

(2)
Excess Contributions/Aggregates. For purposes of making a
distribution of Excess Contributions under Section 4.10(B) and Excess Aggregate
Contributions under Section 4.10(C), Allocable Income means Earnings allocable
to such amounts. For Plan Years beginning on or after the Final 401(k)
Regulations Effective Date, the Plan Administrator must calculate Allocable
Income for the Testing Year and also for the Gap Period; provided that the Plan
Administrator will calculate and distribute the Gap Period Allocable Income
only if the Plan Administrator in accordance with the Plan terms otherwise
would allocate the Gap Period Allocable Income to the Participants Account.
For Plan Years beginning prior to the Final 401(k) Regulations Effective Date,
the Plan Administrator will not distribute Gap Period income with respect to
Excess Contributions or Excess Aggregate Contributions occurring before the
above date unless the Employer elects otherwise in Appendix B.

(a)
Reasonable or alternative (pro rata) method. To calculate
such Allocable Income for the Testing Year, the Plan Administrator will use:
(i) a uniform and nondiscriminatory method which reasonably reflects the manner
used by the Plan Administrator to allocate Earnings to Participants Accounts;
or (ii) the alternative method under Treas. Reg. §§1.401(k)-2(b)(2)(iv)(C)
and 1.401(m)-2(b)(2)(iv)(C). Under the alternative method, the Plan
Administrator will determine the Allocable Income for the Testing Year by
multiplying the Testing Year income with respect to Participants Excess
Contributions (or Excess Aggregate Contributions) by a fraction, the numerator
of which is the Participants Excess Contributions (or Excess Aggregate
Contributions) and the denominator of which is the Participants end of the
Testing Year Account Balance attributable to Elective Deferrals (or Matching
Contributions and Employee Contributions) and any other amounts included in the
ADP test (or ACP test), but disregarding Earnings on such amounts for the
Testing Year.

(b)
Gap Period. To calculate Gap Period Allocable Income, the
Plan Administrator may use either of the Section 4.11(C)(2)(a) reasonable
method or alternative method (but as modified to include the Gap Period), or
may apply the safe harbor method under Treas. Reg. §§1.401(k)-2(b)(2)(iv)(D)
and 1.401(m)-2(b)(2)(iv)(D). Under the safe harbor method, the Gap Period
Allocable Income is equal to 10% of the Testing Year income determined under
alternative method, multiplied by the number of calendar months in the Gap
Period. If a corrective distribution is made on or before the 15th day of a
month, that month is disregarded in determining the number of months in the Gap
Period. If the corrective distribution is made after the 15th day of the month,
that month is included in such calculation. Under a reasonable method described
in Section 4.11(C)(2)(a), clause (i), the Plan Administrator may determine the
Allocable Income as of a date which is no more than 7 days prior to the date of
the corrective distribution.

(D)
Compensation. Compensation means, except as otherwise
provided in this Article IV, Compensation as defined for nondiscrimination
purposes in Section 1.11(F).

(E)
Current Year Testing.Current Year Testing means for purposes
of the ADP test described in Section 4.10(B) and the ACP test described in
Section 4.10(C), the use of data

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Defined Contribution Prototype and
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from the Testing Year in determining the ADP or ACP
for the NHCE Group.

(F) Gap Period.Gap
Period means the period commencing on the first day of the next Plan Year
following the Testing Year and ending on the date the Plan Administrator
distributes Excess Contributions or Excess Aggregate Contributions for the
Testing Year. As to Excess Deferrals, Gap Period means the period commencing on
the first day of the next Taxable Year following the Taxable Year in which the
Participant made the Excess Deferrals and ending on the date the Plan
Administrator distributes the Excess Deferrals.

(G) HCE
Group. HCE Group means the group of ADP Participants or ACP
Participants (as the context requires) who are HCEs for the Testing Year.

(H) NHCE
Group. NHCE Group means the group of ADP Participants or ACP
Participants (as the context requires) who are NHCEs for the Testing Year, or
for the immediately prior Plan Year under Prior Year Testing, except as the
Testing Year may apply in the first Plan Year.

(I)
Prior Year Testing. Prior Year Testing means for purposes of
the ADP test described in Section 4.10(B) and the ACP test described in Section
4.10(C), the use of data from the Plan Year immediately prior to the Testing
Year in determining the ADP or ACP for the NHCE Group.

(J) Testing Year. Testing
Year means the Plan Year for which the Plan Administrator is performing
coverage or nondiscrimination testing including the ADP test or the ACP test.

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Defined Contribution Prototype and Volume Submitter Plan

ARTICLE V
VESTING

5.01 NORMAL/EARLY
RETIREMENT AGE. The Employer in its Adoption Agreement must specify the
Plans Normal Retirement Age. If the Employer fails to specify the Plans
Normal Retirement Age in its Adoption Agreement, the Employer is deemed to have
elected age 65 as the Plans Normal Retirement Age. The Employer in its
Adoption Agreement may specify an Early Retirement Age. A Participants Account
Balance derived from Employer contributions is 100% Vested upon and after
his/her attaining Normal Retirement Age (or if applicable, Early Retirement
Age) if the Participant is employed by the Employer on or after that date and
regardless of the Participants Years of Service for vesting or the Employers
Adoption Agreement elected vesting schedules.

5.02 PARTICIPANT
DEATH OR DISABILITY. The Employer must elect in its Adoption Agreement
whether a Participants Account Balance derived from Employer Contributions is
100% Vested if the Participants Separation from Service is a result of his/her
death or Disability.

5.03 VESTING
SCHEDULE.

(A) General. Except
as provided in Sections 5.01 and 5.02, or unless the Employer in its Adoption
Agreement elects immediate vesting, for each Year of Service as described in
Section 5.05, a Participants Vested percentage of his/her Account Balance
derived from Nonelective Contributions, Regular Matching Contributions,
Additional Matching Contributions, Money Purchase Pension Contributions or
Target Benefit Contributions equals the percentage under the appropriate
vesting schedule the Employer has elected in its Adoption Agreement.

(1)
Matching/ top-heavy schedule. The Employer must elect
to apply a top-heavy (or modified top-heavy) vesting schedule to the Regular
Matching Contributions and to the Additional Matching Contributions. The
top-heavy vesting schedule applies to all Regular Matching Contributions
Accounts and Additional Matching Contributions Accounts of all Participants who
have at least one Hour of Service in a Plan Year beginning after December 31,
2001, regardless of when the Matching Contributions were made. However, the
Employer in Appendix B: (a) may elect to apply the top-heavy vesting schedule
only to Regular Matching Contributions and Additional Matching Contributions
made in Plan Years beginning after December 31, 2001 and to the associated
Earnings; and (b) may elect to apply top-heavy vesting to the affected Matching
Contributions for all Participants even if they do not have one Hour of Service
in a Plan Year beginning after December 31, 2001. If the Employer elects in its
Adoption Agreement to apply a non-top-heavy schedule to Employer Contributions
other than Matching Contributions, the Employer must also elect in its Adoption
Agreement, that in the event that the Plan becomes top-heavy and then later
becomes non-top-heavy, whether to return to the elected non-top-heavy schedule
commencing in the non-top-heavy Plan Year. If the Employer elects a non-compliant
top-heavy schedule, the Plan Administrator will apply a top-heavy schedule
under the Plan which most closely approximates the Employers elected schedule
(graded or cliff).

(2)
Election of different schedules. Subject to Section
5.03(A)(1), the Employer in its Adoption Agreement must elect whether the Plan
will apply the same vesting schedule or a different vesting schedule to
Employer Contributions (other than Matching Contributions), Regular Matching
Contributions and Additional Matching Contributions.

(B) Vesting Schedules.
For purposes of the Employers elections under its Adoption Agreement, 6-year
graded, 3-year cliff, 7-year graded or 5-year cliff means an Employees
Vested percentage, based on each included Year of Service, under the following
applicable schedule:

| |                |  |                | 
| | -------------- |  | -------------- | 
| | 6-year graded  |  | 7-year graded  | 
|
| | 0-1 year / 0%  |  | 0-2 years / 0% | 
| | 2 years / 20%  |  | 3 years / 20%  | 
| | 3 years / 40%  |  | 4 years / 40%  | 
| | 4 years / 60%  |  | 5 years / 60%  | 
| | 5 years / 80%  |  | 6 years / 80%  | 
| | 6 years / 100% |  | 7 years / 100% | 
|
| | 3-year cliff   |  | 5-year cliff   | 
|
| | 0-2 years / 0% |  | 0-4 years / 0% | 
| | 3 years / 100% |  | 5 years / 100% | 

(C) Grossed-Up Vesting Formula.
If the Trustee makes a distribution (other than a Cash-Out Distribution
described in Section 5.04) to a Participant from an Account which is not fully
Vested, and the Participant has not incurred a Forfeiture Break in Service, the
provisions of this Section 5.03(C) apply to the Participants Account Balance.

(1)
Separate Account/formula. The Plan Administrator will
establish a separate account for the Participants Account Balance at the time
of the distribution. At any relevant time following the distribution, the Plan
Administrator will determine the Participants Vested Account Balance in such
separate account derived from Employer Contributions in accordance with the
following formula: P(AB + D) - D. To apply this formula, P is the
Participants current vesting percentage at the relevant time, AB is the
Participants Employer-derived Account Balance at the relevant time and D is
the amount of the earlier distribution. If, under a Restated Plan, the Plan has
made distribution to a partially-Vested Participant prior to its restated
Effective Date and is unable to apply the cash-out provisions of Section 5.04
to that prior distribution, this special vesting formula also applies to that
Participants remaining Account Balance.

(2)
Alternative formula. The Employer, in Appendix B, may
elect to modify this formula to read as follows: P(AB + (R x D)) - (R x D). For
purposes of this alternative formula, R is the ratio of AB to the
Participants Employer-derived Account Balance immediately following the
earlier distribution.

(3)
Application to Contribution Type. If a Participant
will receive a distribution from a particular Contribution Type, the Plan
Administrator in applying this Section 5.03(C) will determine the Participants
Vested

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Defined Contribution Prototype and
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Account Balance for the Participants Contribution Type separately.

(D) Special Vesting Elections.
The Employer in its Adoption Agreement may elect other specified vesting
provisions which are consistent with Code §411 and Applicable Law.

(E) Fully Vested Amounts.
A Participant has a 100% Vested interest at all times in his/her Accounts
attributable to Elective Deferrals, Employee Contributions, QNECs, QMACs, Safe
Harbor Contributions, SIMPLE Contributions, Rollover Contributions, DECs and
Designated IRA Contributions. A Participant has a 100% Vested interest at all
times in his/her Account attributable to Prevailing Wage Contributions unless
the Prevailing Wage Contract does not provide for 100% vesting in which event
vesting is in accordance with the Prevailing Wage Contract. However, a
Participant has a 100% Vested interest at all times in his/her Account
attributable to Prevailing Wage Contributions which are used as QNECs or which
are used to offset QNECs, QMACs, Safe Harbor Contributions, or SIMPLE
Contributions.

(F) Mergers/Transfers.
A merger or Transfer of assets from another Defined Contribution Plan to this
Plan does not result, solely by reason of the merger or Transfer, in 100%
vesting of the merged or transferred assets. The Plan Administrator
operationally and on a uniform and nondiscriminatory basis will determine in
the case of a merger or other Transfer to the Plan whether: (1) to vest
immediately all transferred assets; (2) to vest the transferred assets in
accordance with the Plans vesting schedule applicable to the Contribution Type
being transferred but subject to the requirements of Section 5.08; or (3) to
vest the transferred assets in accordance with the transferor plans vesting
schedule(s) applicable to the Contribution Types being transferred, as such
schedules existed on the date of the Transfer. The Employer may elect to record
such information in its Adoption Agreement as a special vesting election.

5.04 CASH-OUT
DISTRIBUTION/POSSIBLE RESTORATION.

(A) Effect of Cash-Out Distribution.
If, pursuant to Article VI, a partially-Vested Participant receives a Cash-Out
Distribution before he/she incurs a Forfeiture Break in Service the Participant
will incur an immediate forfeiture of the non-Vested portion of his/her Account
Balance.

(1)
Definition of Cash-Out Distribution. A Cash-Out
Distribution is a distribution to the Participant or a Direct Rollover for the
Participant (whether a Mandatory Distribution or a Distribution Requiring
Consent as described in Article VI), of his/her entire Vested Account Balance
(including Elective Deferrals and Employee Contributions if any) due to the
Participants Separation from Service or Severance from Employment.

(2)
Allocation in Cash-Out
Year. If a partially-Vested
Participants Account is entitled to an allocation of Employer Contributions or
Participant forfeitures for the Plan Year in which he/she otherwise would incur
a forfeiture by reason of a Cash-Out Distribution, the Plan Administrator will
make the additional allocation of Employer Contributions and forfeitures
without regard to whether the Participant previously received a Cash-Out
Distribution; provided, that the Plan Administrator, in accordance with Section
3.07(D), will not allocate to such Participant any of his/her own forfeiture
resulting from the Cash-Out Distribution. A partially-Vested Participant is a
Participant whose Vested percentage determined under Section 5.03 is more than
0% but is less than 100%.

(B) Forfeiture Restoration and Conditions for
Restoration. A partially-Vested Participant
re-employed by the Employer after receiving a Cash-Out Distribution of the
Vested percentage of his/her Account Balance may repay to the Trust the entire
amount of the Cash-Out Distribution (including Elective Deferrals and Employee
Contributions if any) without any adjustment for Earnings, unless the
Participant no longer has a right to restoration under this Section 5.04(B).

(1)
Restoration. If a re-employed Participant repays
his/her Cash-Out Distribution, the Plan Administrator, subject to the
conditions of this Section 5.04(B), must restore the Participants Account
Balance to the same dollar amount as the dollar amount of his/her Account
Balance on the Accounting Date, or other Valuation Date, immediately preceding
the date of the Cash-Out Distribution, unadjusted for any Earnings occurring
subsequent to that Accounting Date (and prior to the Participants repayment or
the Employers restoration) or other Valuation Date.

(2)
Source of repayment. A re-employed Participant may
make repayment from any source, including an IRA Rollover Contribution,
permissible under Applicable Law.

(3)
No restoration. The Plan Administrator will not
restore a re-employed Participants Account Balance under this Section 5.04 (B)
if:

(a)
5 Years. 5 years have elapsed since the Participants
first re-employment date with the Employer following the Cash-Out Distribution;

(b)
Not employed. The Employer does not employ the Participant
on the date the Participant repays his/her Cash-Out Distribution; or

(c)
Forfeiture Break. The Participant has incurred a
Forfeiture Break in Service. This condition also applies if the Participant
makes repayment within the Plan Year in which he/she incurs the Forfeiture
Break in Service and that Forfeiture Break in Service would result in a
complete forfeiture of the amount the Plan Administrator otherwise would
restore.

(4)
Restoration timing. If none of the conditions in
Section 5.04(B)(3) preventing restoration of the Participants Account Balance
apply, the Plan Administrator will restore the Participants Account Balance as
of the Plan Year Accounting Date coincident with or immediately following the
repayment.

(5)
Source of restoration. To restore the Participants
Account Balance, the Plan Administrator, to the extent necessary, will allocate
to the Participants Account:

(a)
Forfeitures. First, from the amount, if any, of
Participant forfeitures the Plan Administrator otherwise would allocate in that
Plan Year under Section 3.07;

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Defined Contribution
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(b)
Earnings. Second, from the amount, if any, of the
Earnings for the Plan Year, except to the extent Earnings are allocable to
specific Participant-Directed Accounts under Section 7.04(A)(2)(b); and

(c)
Employer Contribution. Third, from the amount of a
discretionary Employer Contribution for the Plan Year.

The
Employer in Appendix B may eliminate as a source of restoration any of the
amounts described in clauses (a), (b), and (c) or may change the order of
priority of these amounts.

(6)
Multiple restorations. If, for a particular Plan Year,
the Plan Administrator must restore the Account Balance of more than one
re-employed Participant, the Plan Administrator will make the restoration
allocations from the amounts described in Section 5.04(B)(5), clauses (a), (b)
and (c) to each such Participants Account in the same proportion that a
Participants restored amount for the Plan Year bears to the restored amount
for the Plan Year of all re-employed Participants.

(7)
Employer must make-up shortfall. To the extent the
amounts described in Section 5.04(B)(5) are insufficient to enable the Plan
Administrator to make the required restoration, the Employer must contribute,
without regard to any requirement or condition of Article III, the additional
amount necessary to enable the Plan Administrator to make the required
restoration.

(8)
Not an Annual Addition. A cash-out restoration
allocation is not an Annual Addition under Article IV.

(C) Deemed Cash-Out of 0% Vested Participant.
Except as the Employer may elect in Appendix B, the deemed cash-out rule of
this Section 5.04(C) applies to any 0% Vested Participant. Under a deemed
cash-out, a Participant does not receive an actual Plan distribution but the
Plan Administrator treats the Participant as having received an actual Cash-Out
Distribution. A Participant is not 0% Vested if, at the time that the Plan
Administrator applies the deemed cash-out rule: (i) the Participant has any
existing Account Balance attributable to Elective Deferrals, Employee Contributions,
Safe Harbor Contributions, Prevailing Wage Contributions (unless the Prevailing
Wage Contributions are not immediately Vested), QNECs, QMACs or DECs; or (ii)
the Participant has any vesting in accordance with the vesting schedule
applicable to any other Contribution Type, even if the Participant has a zero
balance in that Account. A Participant is 0% Vested if the Participant is
eligible to make or to receive any of the contributions described in clause (i)
above, but has not made or received such contributions and if the Participant
has no vesting as to Contribution Types described in clause (ii) above.

(1)
If not entitled to allocation. If a 0% Vested
Participants Account is not entitled to an allocation of Employer
Contributions for the Plan Year in which the Participant has a Severance from
Employment, the Plan Administrator will apply the deemed cash-out rule as if
the 0% Vested Participant received a Cash-Out Distribution on the date of the
Participants Severance from Employment.

(2)
If entitled to allocation. If a 0% Vested
Participants Account is entitled to an allocation of Employer contributions or
Participant forfeitures for the Plan Year in which the Participant has a
Severance from Employment, the Plan Administrator will apply the deemed
cash-out rule as if the 0% Vested Participant received a Cash-Out Distribution
on the first day of the first Plan Year beginning after his/her Severance from
Employment.

(3)
Timing of deemed repayment. For purposes of applying
the restoration provisions of this Section 5.04, the Plan Administrator will
treat a re-employed 0% Vested Participant as repaying his/her cash-out
distribution on the date of the Participants re-employment with the
Employer.

(4)
Pension plans. If the Plan is a Money Purchase Pension
Plan or a Target Benefit Plan, all references in this Section 5.04(C) to
Severance from Employment mean Separation from Service.

(D) Accounting for Cash-Out Repayment.

(1)
Pending restoration. As soon as is administratively
practicable, the Plan Administrator will credit to the Participants Account
the Cash-Out Distribution amount a Participant has repaid to the Plan. Pending
the restoration of the Participants Account Balance, the Plan Administrator
under Section 7.04(A)(2)(c) may direct the Trustee to place the Participants
Cash-Out Distribution repayment in a Segregated Account.

(2)
Accounting by contribution source. The Plan
Administrator will account for a Participants restored balance by treating the
Account as consisting of the same Contribution Types and amounts as existed on
the date of the Cash-Out Distribution. The Employer in Appendix B may elect an
alternative accounting for a restored Account, either under the nonelective
rule or under the rollover rule. Under the nonelective rule, the Plan
Administrator will treat the portion of the Participants restored balance
attributable to the Participants cash-out repayment as a Nonelective
Contribution (or other Employer Contributions as applicable) for purposes of
any subsequent distribution. Under the rollover rule, the Plan Administrator
will treat the portion of the Participants restored balance attributable to
the Participants cash-out repayment as a Rollover Contribution for purposes of
any subsequent distribution; provided however that if the cash-out repayment
does not qualify as a Rollover Contribution or if the Plan does not permit
Rollover Contributions, the Plan Administrator will apply the nonelective rule.
Under either the nonelective rule or the rollover rule. the portion of the
Participants restored balance attributable to the Plan Administrators
restoration under Section 5.04(B)(1), consists of the same Contribution Types
and amounts as existed as of the date of the Cash-out Distribution.

(3)
Return if failed repayment. Unless the cash-out
repayment qualifies as a Participant Rollover Contribution, the Plan
Administrator will direct the Trustee to repay to the Participant as soon as is
administratively practicable, the full amount of the Participants Cash-Out
Distribution repayment if the Plan Administrator determines any of the
conditions of Section 5.04(B)(3) prevents restoration as of the applicable
Accounting Date, notwithstanding the Participants repayment.

5.05 YEAR
OF SERVICE - VESTING.

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Defined Contribution Prototype and
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(A) Definition of Year of Service.
A Year of Service, for purposes of determining a Participants vesting under
Section 5.03, means the Vesting Computation Period during which an Employee
completes the number of Hours of Service (not exceeding 1,000) the Employer
specifies in its Adoption Agreement, without regard to whether the Employer continues
to employ the Employee during the entire Vesting Computation Period.

(B) Definition of Vesting Computation Period.
A Vesting Computation Period is a 12-consecutive month period the Employer
elects in its Adoption Agreement.

(C) Counting Years of Service.
For purposes of a Participants vesting in the Plan, the Plan counts all of an
Employees Years of Service except:

(1)
Forfeiture Break in Service; Cash-Out. For the sole
purpose of determining a Participants Vested percentage of his/her Account
Balance derived from Employer Contributions which accrued for his/her benefit
prior to a Forfeiture Break in Service or receipt of a Cash-Out Distribution,
the Plan disregards any Year of Service after the Participant first incurs a
Forfeiture Break in Service or receives a Cash-Out Distribution (except where
the Plan Administrator restores the Participants Account under Section
5.04(B)).

(2)
Rule of parity and one-year hold-out rule.If the rule
of parity under Section 5.06(C) or the one-year hold-out rule under Section
5.06(D) applies, the Plan disregards pre-break Service as described therein.

(3)
Other exclusions. Consistent with Code §411(a)(4), any
Year of Service the Employer elects to exclude under its Adoption Agreement, including
Service during any period for which the Employer did not maintain the Plan or a
Predecessor Plan. See Section 1.44(B).

(D) Elapsed Time. If
the Employer in its Adoption Agreement elects to apply the Elapsed Time Method
in applying the Plans vesting schedule, the Plan Administrator will credit
Service in accordance with Section 1.31(A)(3).

5.06 BREAK
IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING.

(A) Definition of Break in Service.
For purposes of this Article V, a Participant incurs a Break in Service if
during any Vesting Computation Period he/she does not complete more than 500
Hours of Service. If the Plan applies the Elapsed Time Method of crediting
Service, a Participant incurs a Break in Service if the Participant has a Period
of Severance of at least 12 consecutive months. If, pursuant to Section
5.05(A), the Plan does not require more than 500 Hours of Service to receive
credit for a Year of Service, a Participant incurs a Break in Service in a
Vesting Computation Period in which he/she fails to complete a Year of Service.

(B) Definition of Forfeiture Break in
Service. A Participant incurs a Forfeiture Break in
Service when he/she incurs 5 consecutive Breaks in Service.

(C) Rule of Parity-Vesting.The
Employer in its Adoption Agreement may elect to apply the rule of parity
under Code §411(a)(6)(D) for purposes of determining vesting Years of Service.
Under the rule of parity, the Plan Administrator excludes a Participants Years
of Service before a Break in Service if: (1) the number of the Participants
consecutive Breaks in Service equals or exceeds 5; and (2) the Participant is
0% Vested in his/her Account Balance at the time he/she has the Breaks in
Service. A Participant is not 0% Vested if at the time that the Plan Administrator
applies the rule of parity the Participant is not 0% vested as described in
Section 5.04(C).

(D) One-Year Hold-out Rule-Vesting.
The one-year hold-out rule under Code §411(a)(6)(B) will not apply to this
Article V unless the Employer elects otherwise. in Appendix B. If the one-year
hold-out rule applies, an Employee who has a one-year Break in Service will not
be credited for vesting purposes with any Years of Service earned before such
one-year Break in Service, until the Employee has completed a Year of Service
after the one-year Break in Service.

5.07 FORFEITURE
OCCURS.

(A) Timing. A
Participants forfeiture of his/her non-Vested Account Balance derived from
Employer Contributions occurs under the Plan on the earlier of:

(1)
Forfeiture Break. The last day of the Vesting
Computation Period in which the Participant first incurs a Forfeiture Break in
Service; or

(2)
Cash-Out. The date the Participant receives a Cash-Out
Distribution.

(B) Vesting Schedule/Plan Correction/Lost
Participants. The Plan Administrator determines the
percentage of a Participants Account Balance forfeiture, if any, under this
Section 5.07 solely by reference to the vesting schedule the Employer elected
in its Adoption Agreement. A Participant does not forfeit any portion of
his/her Account Balance for any other reason or cause except as expressly
provided by this Section 5.07 or as provided under Sections 3.07 or 7.07.

5.08 AMENDMENT
TO VESTING SCHEDULE. The Employer under Section 11.02 may amend the Plans
vesting schedule(s) under Section 5.03 at any time, subject to this Section
5.08. For purposes of this Section 5.08, an amendment to the vesting schedule
includes any Plan amendment which directly or indirectly affects the computation
of the Vested percentage of a Participants Account Balance. In addition, any
shift in the Plans vesting schedule under Article X, due to a change in the
Plans top-heavy status, is an amendment to the vesting schedule for purposes
of this Section 5.08.

(A) No Reduction.
The Plan Administrator will not apply the amended vesting schedule to reduce
any Participants existing Vested percentage (determined on the later of the
date the Employer adopts the amendment, or the date the amendment becomes
effective) in the Participants existing and future Account Balance
attributable to Employer Contributions, to a percentage less than the Vested
percentage computed under the Plan without regard to the amendment.

(B) Hour of Service Required.
Except as the Plan otherwise expressly provides, an amended vesting schedule
will apply to a Participant only if the Participant receives

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Defined Contribution
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credit for at least one Hour of Service after the new vesting schedule
becomes effective.

(C) Election. If the
Employer amends the Plans vesting schedule, each Participant having completed
at least 3 Years of Service (as described in Section 5.05) with the Employer
prior to the expiration of the election period described below, may elect
irrevocably to have the Plan Administrator determine the Vested percentage of
his/her Account Balance without regard to the amendment.

(1)
Notice of amendment. The Plan Administrator will forward
an appropriate notice of any amendment to the vesting schedule to each affected
Participant, together with the appropriate form upon which the Participant may
make an election to remain under the pre-amendment vesting schedule and notice
of the time within which the Participant must make an election to remain under
the pre-amendment vesting schedule.

(2)
Election timing. The Participant must file his/her
election with the Plan Administrator within 60 days of the latest of: (a) the
Employers adoption of the amendment; (b) the effective date of the amendment;
or (c) the Participants receipt of a notice of the amendment.

(3)
No election if no adverse effect. The election
described in this Section 5.08(C) does not apply to a Participant if the
amended vesting schedule provides for vesting at least as rapid at any time as
the vesting schedule in effect prior to the amendment.

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Defined Contribution Prototype and Volume Submitter Plan

ARTICLE VIDISTRIBUTIONS

6.01
TIMING OF DISTRIBUTION. The Plan Administrator will direct
the Trustee to commence distribution of a Participants Vested Account Balance
in accordance with this Section 6.01 upon the Participants Separation from
Service (or Severance from Employment) for any reason, upon the Participants
death, or if the Participant exercises an In-Service Distribution right under
the Plan. The Trustee may make Plan distributions on any administratively
practical date during the Plan Year, consistent with the Employers elections
in its Adoption Agreement. For purposes of this Article VI, the Plan applies
Severance from Employment in place of Separation from Service where distribution
is of Restricted 401(k) Accounts. Section 6.01(A) is controlling as to
distribution of all Accounts upon Separation from Service or Severance from
Employment. Section 6.01(B) is controlling as to distribution of all Accounts
upon death (whether death occurs before or after Separation from Service or
Severance from Employment). Section 6.01(C) applies only while a Participant
remains employed by the Employer and only to such Accounts described in the
Plan and as the Employer elects in its Adoption Agreement.

(A) Distribution upon Separation from Service/Severance from Employment (other than death).

(1)
Mandatory Distributions. The Employer in its Adoption Agreement will elect whether the
Plan will make Mandatory Distributions and will elect the timing of the
Mandatory Distribution. If the Employer elects no Mandatory Distributions, then
all distributions require consent under Section 6.01(A)(2). The timing of any
Mandatory Distribution must comply with Code §401(a)(14).

(a)
Definition of Mandatory Distribution. A Mandatory Distribution is a Plan
required distribution without the Participants consent upon the Participants
Separation from Service. A Mandatory Distribution does not include a
distribution based on the Participants death or on account of Plan
termination.

(i)
Distribution after 62/NRA; unlimited amount. A
Mandatory Distribution in the case of a Participant who will receive the
distribution after the Participant attains the later of age 62 or Normal
Retirement Age includes a distribution of any amount.

(ii)
Distribution before 62/NRA; amount limit and Rollovers.
A Mandatory Distribution in the case of a Participant who will receive the
distribution before the Participant attains the later of age 62 or Normal
Retirement Age may not exceed the amount (not exceeding $5,000) the Employer
elects in its Adoption Agreement. In applying the elected Mandatory
Distribution amount, the Plan Administrator will include or exclude a
Participants Rollover Contributions Account as the Employer elects in its
Adoption Agreement. The Plan Administrator will disregard accumulated DECs.

(iii)
Remaining Installments. A Mandatory Distribution does not include
the remaining balance of any Installment distribution (originally subject to
Participant consent), but where the remaining Account Balance presently is less
than the Mandatory Distribution amount.

(b)
Distribution of Mandatory Distribution before 62/NRA; method and timing.
If a Participant will receive a Mandatory Distribution before attaining the
later of age 62 or Normal Retirement Age, the Plan Administrator will direct
the Trustee to distribute the Mandatory Distribution to the Participant in a
Lump-Sum (without regard to Section 6.04) consisting of the Participants
entire Vested Account Balance (including any Rollover Contribution Account even
if the Plan disregards a Rollover Contribution Account in determining Mandatory
Distribution status). The Plan Administrator will direct the Trustee to make a
Mandatory Distribution at the time the Employer elects in its Adoption
Agreement, but in no event later than the 60th day following the close of the
Plan Year in which the Participant attains Normal Retirement Age or age 65 if
earlier. See Section 6.08(D) regarding potential Automatic Rollover of
Mandatory Distributions. The Plan Administrator, in accordance with Section
6.08(B) will give a rollover notice to a Participant who will receive a
Mandatory Distribution. The notice will explain the Automatic Rollover under
Section 6.08(D) as applicable in the case of the Participants failure to
respond timely to the rollover notice.

(c)
Distribution of Mandatory Distribution if 62/NRA; method and timing.

(i)
Balance not exceeding $5,000. If a Participant will
receive a Mandatory Distribution after attaining the later of age 62 or Normal
Retirement Age, and the Participants Vested Account Balance (including any
Rollover Contributions Account) does not exceed $5,000 (or such lesser amount
the Employer elects in Appendix B), the Plan Administrator will direct the
Trustee to distribute a Mandatory Distribution to the Participant in a Lump-Sum
(without regard to Section 6.04) consisting of the Participants entire Vested
Account Balance. The Plan Administrator will direct the Trustee to make a
Mandatory Distribution at the time the Employer elects in its Adoption
Agreement, but not later than the 60th day following the close of the Plan Year
in which the Participant incurs a Separation from Service.

(ii)
Balance exceeds $5,000. If a Participant will receive
a Mandatory Distribution after attaining the later of age 62 or Normal
Retirement Age, and the Participants Vested Account Balance (including any
Rollover Contributions Account) exceeds $5,000 (or such lesser amount the
Employer elects in Appendix B), the Participant may elect any method or form of
distribution available under the Plan and the Plan Administrator in accordance
with Section 6.01(A)(2)(c) will provide the Participant with a distribution
notice. If under Section 6.01(A)(2)(f) the Plan permits a Participant receiving
a Distribution Requiring Consent to postpone distribution to any specified date
(not beyond the Participants DCD as described in Section 6.02), a Participant
receiving a Mandatory Distribution under this Section 6.01(A)(1)(c)(ii) also
may elect to postpone distribution. If a Participant may not elect to postpone
distribution or fails to elect to postpone distribution, the Plan Administrator
will direct the Trustee to distribute the

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Participants Account at the time the Employer elects in its Adoption
Agreement, but not later than the 60th day following the close of the Plan Year
in which the Participant incurs a Separation from Service.

(iii)
Rollover notice but no Automatic Rollover. The Plan
Administrator, in accordance with Section 6.08(B) will give a rollover notice
to a Participant who will receive a Mandatory Distribution under this Section
6.01(A)(1)(c). However, the Automatic Rollover under Section 6.08(D), in the
case of the Participants failure to respond timely to the rollover notice,
does not apply under this Section 6.01(A)(1)(c).

(2)
Distributions Requiring Consent.

(a)
Definition of Distribution Requiring Consent. A Distribution Requiring Consent is a
distribution upon the Participants Separation from Service other than on
account of death and which is not a Mandatory Distribution,

(b)
Distribution of Distribution Requiring Consent. The
Plan Administrator, subject to this Section 6.01(A)(2) regarding Participant
elections or the absence thereof, will direct the Trustee to commence or make a
Distribution Requiring Consent, at the time or times and in the form the
Adoption Agreement specifies.

(c)
Distribution notice. At least 30 days and not more
than 90 days prior to the Participants Annuity Starting Date, the Plan
Administrator must provide a written distribution notice (or a summary notice
as permitted under Treasury regulations) to a Participant who is eligible to
receive a Distribution Requiring Consent. The distribution notice must explain
the optional forms of benefit in the Plan, including the material features and
relative values of those options, and the Participants right to postpone
distribution until the applicable date described in Section 6.01(A)(2)(f). Also
see Section 6.08(B) for provisions relating to a rollover notice.

(d)
Consent requirements. A Participant must consent, in
writing, following receipt of the distribution notice, to any Distribution
Requiring Consent, The Participants spouse also must consent, in writing, to
any distribution, for which Section 6.04 requires the spouses consent. The
consent requirements of this Section 6.01(A)(2)(d) do not apply to defaulted
loans described in Section 7.06(B), to RMDs under Section 6.02 or to corrective
distributions under Article IV. See Section 11.05(D) as to consent requirements
related to distributions following Plan termination.

(e)
Distribution election/reconsideration. A Participant
eligible to receive a Distribution Requiring Consent, consistent with the
Adoption Agreement and subject to Sections 6.02, 6.03 and 6.04, may elect the
time and method of distribution of his/her Account (or portion thereof)
following receipt of the distribution notice. Unless the Plan Administrator in
a distribution form, notice, or other Plan disclosure indicates otherwise, a
Participant may reconsider his/her distribution election at any time prior to
the Annuity Starting Date and may elect to commence distribution as of any
other distribution date permitted under the Plan or under the Adoption
Agreement. A Participant may elect to receive a distribution at any
administratively practical time which is earlier than 30 days following the
Participants receipt of the distribution notice, by waiving in writing the
balance of the 30 days. However, if the requirements of Section 6.04 apply, the
Participant may not elect to commence distribution during the 7 days immediately
following the date of the Participants receipt of the distribution notice.

(f)
Election to postpone. A Participant eligible to
receive a Distribution Requiring Consent prior to his/her Annuity Starting
Date, may elect to postpone distribution beyond the time the Employer has
elected in its Adoption Agreement, to any specified date including, but not
beyond the Participants RBD as described in Section 6.02, unless the Employer,
in its Adoption Agreement, specifically limits a Participants right to
postpone distribution of his/her Account Balance only to the later of the date
the Participant attains age 62 or Normal Retirement Age. The Plan Administrator
will reapply the notice and consent requirements of Section 6.01(A)(2) to any distribution
a Participant postpones under this Section 6.01(A)(2)(f).

(g)
No election/deemed elected distribution date. In the
absence of a Participants consent and distribution election (as described in
Sections 6.01(A)(2)(d) and (e)) or in the absence of the Participants election
under Section 6.01(A)(2)(f), made prior to his/her Annuity Starting Date, to
postpone distribution, the Plan Administrator, consistent with the Employers
elections in its Adoption Agreement, will treat the Participant as having
elected (in accordance with the Treasury Regulations under Code §§411 and
401(a)(14)) to postpone his/her distribution until the later of the date the
Participant attains age 62 or Normal Retirement Age. At the applicable date,
the Plan Administrator then will direct the Trustee to distribute the
Participants Vested Account Balance in a Lump-Sum (or, if applicable, the
annuity form of distribution required under Section 6.04). The provisions
Section 6.01(A)(2)(e) regarding reconsideration of distribution elections apply
to any election or deemed election in this Section 6.01(A)(2)(g).

(h)
Definition of Annuity Starting Date. See Section 1.06(A).

(3) Disability. If the Participants Separation from Service is because of his/her
Disability, except to the extent the Employer elects in its Adoption Agreement
to accelerate distribution, the Plan Administrator will direct the Trustee to
distribute the Participants Vested Account Balance at the same time and in the
same form as if the Participant had incurred a Separation from Service without
Disability.

(4)
Determination of Vested Account Balance. For purposes of the consent requirements
under this Article VI and of determining whether a distribution is a Mandatory
Distribution, the Plan Administrator determines a Participants Vested Account
Balance as of the most recent Valuation Date immediately prior to the
distribution date, and takes into account the Participants entire Account
Balance, including Elective Deferrals, but including or excluding the
Participants Rollover Contributions Account as the Employer elects in its
Adoption Agreement. The Plan Administrator in determining the Participants
Vested Account Balance at the relevant time, will disregard a Participants
Vested Account Balance existing on any prior date, except as related to
Installment distributions under Section 6.01(A)(1)(a)(iii).

(5)
Consent to cash-out/forfeiture. If a Participant is partially Vested in his/her Account Balance, a
Participants

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election under Section 6.01(A)(2) to receive
distribution prior to the Participants incurring a Forfeiture Break in
Service, must be in the form of a Cash-Out Distribution.

(6) Return to employment. A Participant may not receive a distribution based on Separation from
Service, or continue any Installment distribution based on a prior Separation
from Service, if, prior to the time the Trustee actually makes the distribution,
the Participant returns to employment with the Employer.

(B) Distribution upon Death. In the event of the Participants death
(whether death occurs before or after Separation from Service or Severance from
Employment), the Plan Administrator will direct the Trustee, in accordance with
this Section 6.01(B) to distribute to the Participants Beneficiary the
Participants Vested Account Balance remaining in the Trust at the time of the
Participants death.

(1)
Timing of commencement. The Plan Administrator must direct the Trustee to distribute or
commence distribution of the deceased Participants Vested Account Balance
following the date on which the Plan Administrator receives notification of, or
otherwise confirms, the Participants death. The actual timing of distribution
will be in accordance with: (a) the Employers Adoption Agreement elections;
(b) any Participant or Beneficiary permitted and timely made election under
Section 6.03(B); and (c) the Plan terms including Section 6.02.

(2)
Distribution method. The Plan Administrator must
direct the Trustee to distribute or commence distribution of the deceased
Participants Vested Account Balance under a method which is in accordance
with: (a) the Employers Adoption Agreement elections; (b) any Participant or
Beneficiary permitted and timely made election under Section 6.03(B); and (c)
the Plan terms including Section 6.04.

(C)
In-Service Distribution. The Employer in its Adoption
Agreement must elect the Participants In-Service Distribution rights, if any.
If the Employer elects to permit any In-Service Distributions, the Employer
will elect the eligible Contribution Type or Contribution Type Accounts and the
age or other events which entitle a Participant to an In-Service Distribution.
The Employers elections under this Section 6.01(C) are subject to the
restrictions of Section 6.01(C)(4) and any other restrictions under Applicable
Law.

(1)
Definition of In-Service Distribution. An In-Service distribution
means distribution of a Participants Account or any portion thereof prior to
his/her Separation from Service.

(2)
Conditions.

(a)
Vesting. The Employer must elect in its Adoption
Agreement whether a partially-Vested Participant may receive an In-Service
Distribution. If a Participant receives an In-Service Distribution as to a
partially-Vested Account, and the Participant has not incurred a Forfeiture
Break in Service, the Plan Administrator will apply the vesting provisions of
Section 5.03(C).

(b)
Other Conditions. The Employer in its Adoption
Agreement may elect other conditions applicable to In-Service Distributions as
are not inconsistent with Applicable Law.

(3)
Administration.

(a)
Participant election. A Participant must make any
permitted In-Service Distribution election under this Section 6.01(C) in
writing and on a form prescribed by the Plan Administrator which specifies the
percentage or dollar amount of the distribution and the Participants
Contribution Type or Account to which the election applies.

(b)
Frequency, timing and method. If the Plan permits
In-Service Distributions: (i) the Plan Administrator may adopt a policy
imposing frequency limitations or other reasonable administrative conditions;
and (ii) a Participant may elect as many In-Service Distributions per Plan Year
as the election form prescribed by the Plan Administrator allows, or as any
In-Service Distribution policy permits, with a minimum of one In-Service
Distribution permitted each Plan Year. If the Plan Administrators form or
policy does not specify the permitted number of Plan Year In-Service
Distributions, the number is not limited. The Trustee, as directed by the Plan
Administrator and subject to Section 6.04, will distribute the amount(s) a
Participant elects in a single distribution, as soon as administratively
practical after the Participant files his/her properly completed In-Service
Distribution election with the Plan Administrator. The Trustee will distribute
the Participants remaining Account Balance in accordance with the other
provisions of this Article VI.

(4)
Account restrictions.

(a)
Nonelective, Regular Matching, Additional Matching and SIMPLE Contribution
distribution events. The Employer in its Adoption Agreement may elect to permit an In-Service Distribution of the Nonelective,
Regular Matching, Additional Matching and SIMPLE Contribution Accounts upon a
Participants attainment of a stated age, based on a fixed number of years or
based upon some other specified event, such as hardship under Section 6.07.
Such Adoption Agreement elections include, but are not limited to, the
following:

(i)
Two year seasoned contributions. The contributions
which the Plan Administrator will distribute were made at least 2 years (or
such other greater period as the Employer elects in its Adoption Agreement)
prior to the date on which the distribution will occur. Such distributions may
include Earnings on the seasoned contributions.

(ii)
60 months of participation. The Participant has been a Participant for at least 60 months (or
for such other greater period as the Employer elects in its Adoption Agreement)
prior to the date on which the Plan Administrator will make the distribution.
This election applies to all applicable contributions, regardless of when made.

(b)
401(k) Plans.

(i)
Limitation. A
Participant may not receive a distribution of the Participants Restricted
401(k) Accounts except in the event of the Participants death, Disability,
Severance from Employment, attainment of age 59 1/2, hardship in accordance
with Section 6.07 or Plan termination (as limited under Section 11.05(F)).

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(ii)
Definition of Restricted 401(k) Accounts. A Participants Restricted 401(k)
Accounts are the Participants Elective Deferral Account, QNEC Account, QMAC
Account and Safe Harbor Contributions Account.

(c)
Money Purchase Pension/Target Benefit Plans.

(i)
Limitation. A
Participant may not receive an
In-Service Distribution of a Participants Restricted Pension Accounts except
in the event of the Participants attainment of Normal Retirement Age (or any
later age), the Participants Disability or Plan termination under Section
11.05.

(ii)
Definition of Restricted Pension Accounts. A
Participants Restricted Pension Accounts are the Participants Money Purchase
Pension Plan or Target Benefit Plan Accounts.

(d)
Prevailing Wage Contributions. For purposes of
In-Service Distributions, a Participants Prevailing Wage Contribution Account
is treated as a Nonelective or other Employer Contribution Account as
applicable, unless the Prevailing Wage Contract provides for other In-Service
Distribution rights. However, if the Employer in its Adoption Agreement elects
to offset other Contribution Types with the Prevailing Wage Contribution, for
purposes of In-Service Distributions, the Plan Administrator will treat that
portion of the Prevailing Wage Contribution Account which offsets another
Contribution Type, as the other Contribution Type.

(e)
Rollover Contributions, Employee Contributions and DECs. A Participant may elect to receive an
In-Service Distribution of his/her Accounts attributable to Rollover
Contributions, Employee Contributions and DECs at any time subject to Section
6.01(C)(3). Distribution of a Rollover Contribution is subject to Section 6.04
if Section 6.04 otherwise applies to the Participant.

(f)
Transferred amounts/distribution restrictions and Protected Benefits.

(i)
Distribution restrictions: transfers from pension plans to non-pension plans.
Except in the case of certain Elective Transfers, if this Plan is a Profit
Sharing Plan or a 401(k) Plan, the Plan, except in accordance with Section
6.01(C)(4)(c), may not make any In-Service Distribution to the Participant of
his/her Restricted Pension Accounts (including post-transfer Earnings on those
Accounts) previously transferred, within the meaning of Code §414(l), to this
Plan from a Money Purchase Pension Plan or from a Target Benefit Plan. This
limitation applies only to such transferred balances consisting of Restricted
Pension Accounts.

(ii)
Distribution restrictions: transfers from 401(k) Plans to other plans.
Except in the case of certain Elective Transfers, if this Plan is a Profit
Sharing Plan, Money Purchase Pension Plan or a Target Benefit Plan, the Plan,
except in accordance with Section 6.01(C)(4)(b), may not make any In-Service
Distribution to the Participant of his/her Restricted 401(k) Accounts
(including post-transfer Earnings on those Accounts) previously transferred,
within the meaning of Code §414(l), to this Plan from a 401(k) Plan. This
limitation applies only to such transferred balances consisting of Restricted
401(k) Accounts.

(iii)
Protected Benefit/Separate Accounting. See Section 11.06 regarding
preservation of Protected Benefits with regard to transferred amounts. The Plan
Administrator must apply proper separate accounting of transferred amounts to
comply with this Section 6.01(C)(4)(f).

(g)
Designated IRA. A Participant may request and receive distribution of his/her Designated
IRA Account at any time, subject the requirements of Code §401(a)(9) and the
regulations thereunder as applicable to IRAs. Section 6.04 does not apply to
Designated IRA Contributions.

(5)
Hardship. See Section 6.07 regarding requirements for
In-Service Distributions and for post-Separation from Service or Severance from
Employment distribution accelerations, based on hardship.

6.02
REQUIRED MINIMUM DISTRIBUTIONS.

(A) Lifetime RMDs.

(1)
RBD. The Plan Administrator will direct the Trustee to
distribute or to commence distribution to the Participant of the Participants
entire Vested Account Balance no later than the Participants RBD.

(2)
Amount of RMD for each DCY. During the Participants
lifetime, the RMD that will be distributed for each DCY is the lesser of:

(a)
ULT amount. The quotient obtained by dividing the
Participants RMD Account Balance by the distribution period in the ULT, using
the Participants age as of the Participants birthday in the DCY; or

(b)
SLT/younger spouse. If the Participants sole
Designated Beneficiary for the DCY is the Participants spouse who is more than
10 years younger than the Participant, the quotient obtained by dividing the
Participants RMD Account Balance by the distribution period in the JLT using
the Participants and spouses attained ages as of the Participants and
spouses birthdays in the DCY.

(3)
Lifetime RMDs continue through year of Participants death.
RMDs will be determined under this Section 6.02(A) beginning with the first DCY
and up to and including the DCY that includes the Participants date of death
or until the Participants Vested Account Balance is completely distributed.

(B) Death RMDs.

(1)
Death of Participant before DCD. If the Participant
dies before the DCD, the Plan Administrator will direct the Trustee to
distribute or commence distribution to the Participant of the Participants
Vested Accrued Benefit no later than as follows:

(a)
Spouse sole Designated Beneficiary. Except as otherwise provided in
Section 6.02(B)(1)(e), if the Participants surviving spouse is the
Participants sole Designated Beneficiary, then distributions to the surviving
spouse will begin by December 31 of the calendar year

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immediately following the calendar year in which the Participant died,
or by December 31 of the calendar year in which the Participant would have
attained age 70 1/2, if later.

(i)
Death of spouse. If the Participants surviving spouse
is the Participants sole Designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to the surviving spouse are
required to begin, then this Section 6.02(B)(1) (other than Section
6.02(B)(1)(a)) will apply as if the surviving spouse were the Participant.

(b)
Other Designated Beneficiary. Except as otherwise
provided in Section 6.02(B)(1)(e), if the Participants surviving spouse is not
the Participants sole Designated Beneficiary, then distributions to the
Designated Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.

(c)
No Designated Beneficiary/5-year rule. If there is
no Designated Beneficiary as of September 30 of the year following the calendar
year of the Participants death, the Participants entire interest will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participants death.

(d)
Participant survived by Designated Beneficiary/Life Expectancy rule.
If there is a Designated Beneficiary, the RMD for each DCY after the year of
the Participants death is the quotient obtained by dividing the Participants
RMD Account Balance by the remaining Life Expectancy of the Participants
Designated Beneficiary, determined as provided in Section 6.02(B)(2)(a).

(e)
5-year or Life Expectancy rule; possible election. The
Employer in its Adoption Agreement will elect whether distribution of the
Participants Account in the case of death before the DCD will be made in
accordance with the Life Expectancy rule under Section 6.02(B)(1)(d) or the
5-year rule under Section 6.02(B)(1)(c). The Employers election may permit a
Designated Beneficiary to elect which of these rules will apply or may specify
which rule applies. However, the Life Expectancy rule (whether subject to
election or not) applies only in the case of a Designated Beneficiary. The
5-year rule applies as to any Beneficiary who is not a Designated Beneficiary.
A permitted election under this Section 6.02(B)(1)(e) must be made no later
than the earlier of September 30 of the calendar year in which distribution
would be required to begin under Section 6.02(B)(1), or by September 30 of the
calendar year which contains the fifth anniversary of the Participants (or, if
applicable, surviving spouses) death. In the absence of a timely election, the
Life Expectancy rule applies unless the Employer in Appendix B elects to apply
the 5-year rule.

(2)
Death on or after DCD. This Section 6.02(B)(2) applies if the Participant dies on or after
his/her DCD.

(a)
Participant survived by Designated Beneficiary. If there is a Designated Beneficiary, the
RMD for each DCY after the year of the Participants death is the quotient
obtained by dividing the Participants RMD Account Balance by the longer of the
Participants remaining Life Expectancy or the Designated Beneficiarys
remaining Life Expectancy, determined as follows:

(i)
Participants life expectancy. The Participants remaining Life Expectancy is calculated using the age
of the Participant in the year of death, reduced by one for each subsequent
year.

(ii)
Spouse as sole Designated Beneficiary. If the Participants surviving spouse is
the Participants sole Designated Beneficiary, the remaining Life Expectancy of
the surviving spouse is calculated for each DCY after the year of the
Participants death using the surviving spouses age as of the spouses
birthday in that year. For DCYs after the year of the surviving spouses death,
the remaining Life Expectancy of the surviving spouse is calculated using the
age of the surviving spouse as of the spouses birthday in the calendar year of
the spouses death, reduced by one for each subsequent calendar year.

(iii)
Non-Spouse Designated Beneficiary. If the Participants surviving spouse is
not the Participants sole Designated Beneficiary, the Designated Beneficiarys
remaining Life Expectancy is calculated using the age of the Beneficiary in the
year following the year of the Participants death, reduced by one for each
subsequent year.

(b)
No Designated Beneficiary. If there is no Designated Beneficiary as of September 30 of the year
after the year of the Participants death, the RMD for each DCY after the year
of the Participants death is the quotient obtained by dividing the
Participants Account Balance by the Participants remaining Life Expectancy
calculated using the age of the Participant in the year of death, reduced by
one for each subsequent year.

(C)
Distribution Methods. Nothing in this Section 6.02
gives any Participant or any Beneficiary the right to receive a distribution of
the Participants Account under any method or at a time which the Plan does not
permit. Unless the Participants Vested Account Balance is distributed in the
form of an annuity purchased from an insurance company or in a Lump Sum on or
before the RBD, as of the first DCY, distributions will be made in accordance
with Section 6.02(A) and (B), but subject to the Employers Adoption Agreement
elections regarding the method of distribution. If the Participants interest
is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code §401(a)(9) and the applicable Treasury regulations. If the Adoption
Agreement limits distributions to a Lump Sum, the Plan will distribute the
Participants entire Vested Account Balance in the form of a Lump Sum on or
before the Participants RBD, or if applicable, at the time determined in
Section 6.02(B), but subject to the Employers Adoption Agreement elections
regarding timing of the distribution. See Section 6.03(B) regarding Participant
and Beneficiary elections.

(D)
Operating Rules.

(1)
Precedence. The requirements of this Section 6.02 will
take precedence over any inconsistent provisions of the Plan.

(2)
Requirements of Treasury regulations incorporated. All
distributions required under this Section 6.02 will be determined and made in
accordance with the Treasury regulations under Code §401(a)(9) and the

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minimum distribution incidental benefit requirement of Code
§401(a)(9)(G).

(3)
TEFRA Section 242(b)(2) elections. Notwithstanding the
other provisions of this Section 6.02, distributions may be made under Section
6.10.

(4)
2002 DCY election. This Section 6.02 applies to RMDs
for the 2002 DCY unless the Employer in Appendix B elects that 2002 RMDs are to
be determined in accordance with the RMD rules in effect under the 1987 or 2001
proposed Treasury regulations under Code §401(a)(9), in lieu of this Section
6.02. Any such election applies to the 2002 DCY only and the provisions of this
Section 6.02 apply for DCYs beginning after 2002.

(E) Definitions. The following definitions apply to this
Section 6.02.

(1)
Designated Beneficiary. A Designated Beneficiary
means an individual who is a Beneficiary under Section 7.05 and who is a
designated beneficiary under Code §401(a)(9) of the Internal Revenue Code and
Treas. Reg. §1.401(a)(9)-4, Q&As-4 and -5.

(2)
DCY. A DCY is a distribution
calendar year for which an RMD is required. For RMDs beginning before the
Participants death, the first DCY is the calendar year immediately preceding
the calendar year which contains the Participants RBD. For RMDs beginning
after the Participants death, the first DCY is the calendar year in which
distributions are required to begin under Section 6.02(B). The RMD for the
Participants first DCY will be made on or before the Participants RBD. The
RMD for other DCYs, including the RMD for the DCY in which the Participants
RBD occurs, will be made on or before December 31 of that DCY.

(3)
DCD. A DCD is a distribution
commencement date and generally means the Participants RBD. However, if
Section 6.02(B)(1)(a)(i) applies, the DCD is the date distributions are
required to begin to the surviving spouse under Section 6.02(B)(1)(a). If
distributions under an annuity purchased from an insurance company irrevocably
commence to the Participant before the otherwise applicable DCD, then the DCD
is the date distributions actually commence.

(4)
JLT.The JLT is the Joint
and Last Survivor Table set forth in Treas. Reg. §1.401(a)(9)-9, Q/A-3.

(5)
Life Expectancy. Life Expectancy refers to life
expectancy as computed under the SLT.

(6)
Participants RMD Account Balance.A Participants RMD
Account Balance is the account balance as of the last Valuation Date in the VCY
increased by the amount of any contributions made and allocated or forfeitures
allocated to the Account Balance as of dates in the VCY after the Valuation
Date and decreased by distributions made in the VCY after the Valuation Date.
The Account Balance for the VCY includes any amounts rolled over or transferred
to the Plan either in the VCY or in the DCY if distributed or transferred in
the VCY.

(7)
RBD. A
Participants RBD is his/her required beginning date determined as follows:

(a)
More than 5% owner. A Participants RBD is the April 1
of the calendar year following the close of the calendar year in which the
Participant attains age 70 1/2 if the Participant is a more than 5% owner (as
defined in Code §416(i)(B)) as to the Plan Year ending in that calendar year.
If a Participant is a more than 5% owner at the close of the relevant calendar
year, the Participant may not discontinue RMDs notwithstanding the
Participants subsequent change in ownership status.

(b)
Other Participants. If the Participant is not a more
than 5% owner, his/her RBD is the April 1 of the calendar year following the
close of the calendar year in which the Participant incurs a Separation from
Service or, if later, the April 1 following the close of the calendar year in
which the Participant attains age 70 1/2.

(c) Election as to RBD. The Employer in
Appendix B may elect that the Plan Administrator continue to apply
(indefinitely or to a specified date) the RBD definition in effect prior to
1997 (pre-SBJPA RBD). A
Participants pre-SBJPA RBD (if applicable) is April 1 following the close of
the calendar year in which the Participant attains age 70 1/2.

(8)
RMD.An RMD
is the required minimum
distribution the Plan must make to a Participant or Beneficiary for a DCY. The
Plan Administrator determines an RMD without regard to vesting, but in
accordance with Treas. Reg. §1.401(a)(9)-5, the Plan only will distribute an
RMD to the extent that the amount distributed is Vested.

(9)
SLT.The SLT
is the Single Life Table set forth in Treas. Reg. §1.401(a)(9)-9, Q/A-1.

(10)
ULT. The ULT
is the Uniform Lifetime Table set forth in Treas. Reg. §1.401(a)(9)-9, Q/A-2.

(11)
VCY.A VCY is a valuation calendar year, which is the
calendar year immediately preceding a DCY.

6.03
POST-SEPARATION (SEVERANCE), LIFETIME RMD, AND BENEFICIARY DISTRIBUTION
METHODS. Distribution of a Participants Account: (i) after Separation from
Service (or Severance from Employment); (ii) during employment but where the
lifetime RMD requirements under Section 6.02(A) apply; and (iii) to a
Beneficiary after the Participants death, are subject to the distribution
methods in this Section 6.03.

(A) Plan Available
Methods.

(1)
Participant methods. The Employer in its Adoption Agreement will elect one or more of the
following distribution methods applicable to a Participant: (i) Lump-Sum; (ii)
Installments; (iii) Installments but only if the Participant is required to
receive RMDs under Section 6.02; (iv) Alternative Annuity; (v) Ad-Hoc; or (vi)
any other method the Employer describes in its Adoption Agreement which is not
inconsistent with Applicable Law. If Section 6.04 applies, the distribution
must be a QJSA unless waived. In the event of a QJSA waiver, the distribution
will be made under the alternative method the Participant elects, in accordance
with this Section 6.03.

(2)
Beneficiary Methods. The Employer in its Adoption Agreement will elect one or more of the
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distribution methods applicable to a
Beneficiary: (i) Lump-Sum; (ii) Installments, provided any Installment is in an
amount at least equal to the RMD for a DCY; (iii) Ad-Hoc, provided the
Beneficiary must receive a distribution in an amount at least equal to the RMD
for a DCY; or (iv) QPSA if the Plan is subject to Section 6.04. Under a Plan
subject to Section 6.04, a surviving spouse Beneficiary may elect to waive the
QPSA in favor of another Beneficiary distribution method the Plan permits. See
Section 6.04(B)(5). See Sections 6.02(B)(1)(e) and 6.02(C) as to distribution
timing elections and elections relating to death of the Participant before the
DCD.

(3)
Definition of LumpSum.A LumpSum means a single
payment and includes, but is not limited to, a lump-sum distribution under
Code §402(d)(4). If the Employer in its Adoption Agreement elects to limit
distributions to a Lump-Sum, all Plan distributions must be made in this form,
including all RMDs under Section 6.02.

(4)
Definition of Installments. Installments means payment
in monthly, quarterly, semi-annual, annual or other installments over a fixed
reasonable period of time, not exceeding the Life Expectancy of the
Participant, or the joint life and last survivor expectancy of the Participant
and his/her designated Beneficiary. To facilitate an Installment distribution
the Plan Administrator under Section 7.04(A)(2)(c) may direct the Trustee to
place all or any part of the Participants Account Balance in a Segregated
Account.

(a) Installments only for Lifetime RMDs. If
the Employer in its Adoption Agreement elects Installments only if a
Participant is subject to lifetime RMDs under Section 6.02(A), and does not
elect Installments generally, only the affected Participants are entitled to an
Installment distribution under the Plan. Any such Installment must satisfy
Section 6.02(A).

(b)
Installment acceleration. A Participant or Beneficiary
receiving an Installment distribution may, at any time, elect to accelerate the
payment of all, or any portion, of the Participants unpaid Vested Account
Balance.

(5)
Definition of Alternative Annuity.An Alternative
Annuity means distribution of an Annuity Contract which is not a QJSA or a
QPSA. The Alternative Annuity must be based on the life of the Participant or
upon the joint lives of the Participant and a Designated Beneficiary. The
Employer in its Adoption Agreement will describe the material characteristics
of any Alternative Annuity available under the Plan.If Section 6.04 does not apply to the overall Plan, the
Employer will not elect an Alternative Annuity.

(6)
Definition of Ad-Hoc. Ad-Hoc means the Participant or
Beneficiary may at any time after Separation from Service (or Severance from
Employment) elect distribution of all or any part of his/her Account or of
specified Accounts under the Plan. The Plan Administrator may adopt a policy
regarding Ad-Hoc distributions imposing a reasonable minimum distribution
amount, frequency limitations or other reasonable administrative conditions.

(B) Participant and Beneficiary Elections.
Subject to any contrary requirements imposed by Sections 6.01, 6.02, this
Section 6.03 or 6.04, and also subject to Section 8.04 as to the form of
distribution (cash or property), a Participant or Beneficiary may elect any
method or timing of distribution the Plan permits.

(1)
Participant election as to Beneficiary. The
Participant, on a form prescribed by the Plan Administrator, may elect the
distribution method which will apply to any Beneficiary, including his/her
surviving spouse. The Participants election may limit any Beneficiarys right
to increase or to reduce the frequency or the amount of any payments.

(2)
If no election. If a Participant or Beneficiary does
not make a timely election as to the distribution method and timing as the Plan
may permit, the Plan Administrator will direct the Trustee to distribute a
Lump-Sum as soon as is practical and at the earliest date the Plan permits
distribution but not later than the date the Plan requires distribution. If the
Plan does not permit a Lump-Sum distribution, the Plan Administrator will
direct distribution under any other method the Plan permits. If the Plan
permits an election as to cash or property, in the absence of an election, the Plan
Administrator will direct the Trustee to distribute cash, subject to Section
8.04.

(3)
Combination of methods.If the Employer in its
Adoption Agreement elects to permit more than one distribution method under
this Section 6.03, a Participant or Beneficiary may elect any combination of
the available methods either as to different Accounts or as to specified
amounts subject to distribution.

(4)
No third party discretion. No third party, including
the Employer, the Plan Administrator and the Trustee, may exercise discretion
over any Participant or Beneficiary election of the method of distribution,
provided the election is made in accordance with the Plan.

(5)
Lump-Sum only if Account does not exceed $5,000. Any
distribution elections permitted under this Section 6.03 are available only if
the Participants Vested Account Balance, as determined under Section
6.01(A)(4), exceeds $5,000, unless the Employer elects to apply any lesser
amount in Appendix B. If the Participants Vested Account Balance does not
exceed $5,000 (or such lesser amount the Employer elects in Appendix B), the
Trustee will distribute the balance in a Lump-Sum (which will be a Cash-Out
Distribution if the Participants Account Balance is not 100% Vested) without
regard to Section 6.04.

(6)
Sourcing election. If a Participant or Beneficiary who
will receive a partial (non-corrective) distribution of his/her Plan Account
has both a Roth Deferral Account (or some other Account with tax basis) and one
or more pre-tax Accounts including a Pre-Tax Deferral Account, the Participant
or Beneficiary may elect the Account source(s) and composition (contributions
or Earnings) of the distribution unless such elections are contrary to
Applicable Law. This Section 6.03(B)(6) as to election of Account sources from
among multiple sources does not apply to the extent that a Participant or
Beneficiary is eligible under the Plan terms to receive a distribution only
from one specific Account source. In the absence of a Participant or
Beneficiary election, the Plan Administrator operationally will determine the
Account source(s) from which the Trustee will make the distribution and will
determine whether such amounts distributed consist of the Account contributions
or

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of Account Earnings or both, unless such Plan Administrator
determinations are contrary to Applicable Law.

(7)
Application to alternate payees.This Section 6.03
applies to an alternate payee in the same manner as if the alternate payee were
the Participant. See Section 6.05
as to the right of a QDRO alternate payee to elect the distribution method
applicable to the alternate payees distribution.

(C) Modification.
The Employer in its Adoption Agreement may elect to modify the methods of
payment available under the Plan, consistent with this Section 6.03. If the
Employers Plan is a Restated Plan, the Employer in its Adoption Agreement and
in accordance with Treas. Reg. §1.411(d)-4, may elect to eliminate from the
prior Plan certain Protected Benefits.

6.04
ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES.

(A) Qualified Joint
and Survivor Annuity (QJSA). The Plan Administrator must direct the Trustee to distribute a married
or unmarried Participants Vested Account Balance in the form of a QJSA, unless
the Participant, and spouse if the Participant is married, waive the QJSA in
accordance with this Section 6.04(A) or unless Section 6.04(G) applies.

(1)
Definition of QJSA if married.If, as of the Annuity
Starting Date, the Participant is married (even if the Participant has not been
married throughout the one year period ending on the Annuity Starting Date), a
QJSA is an immediate Annuity Contract which is purchasable with the
Participants Vested Account Balance and which provides a Life Annuity for the
Participant and a Survivor Annuity payable for the remaining life of the
Participants surviving spouse equal to 50% of the amount of the annuity
payable during the life of the Participant.

(2)
Definition of QJSA if not married. If, as of the
Annuity Starting Date, the Participant is not married, a QJSA is an immediate
Life Annuity Contract for the Participant which is purchasable with the
Participants Vested Account Balance.

(3)
Modification of QJSA benefit. The Employer in Appendix
B may elect a different percentage (more than 50% but not exceeding 100%) for
the Survivor Annuity.

(4)
Definitions of Life/Survivor Annuity. A Life Annuity
means an Annuity Contract payable to the Participant in equal installments for
the life of the Participant that terminates upon the Participants death. A
Survivor Annuity means an Annuity Contract payable to the Participants
surviving spouse in equal installments for the life of the surviving spouse
that terminates upon the death of the surviving spouse.

(5) QJSA notice/timing.A Participant may
elect distribution of the QJSA at the earliest retirement age under the Plan, which is the earliest date
on which the Participant could elect to receive retirement benefits. At least
30 days and not more than 90 days before the Participants Annuity Starting
Date, the Plan Administrator must provide the Participant a written explanation
of the terms and conditions of the QJSA, the Participants right to make, and
the effect of, an election to waive the QJSA benefit, the rights of the
Participants spouse regarding the waiver election and the Participants right
to make, and the effect of, a revocation of a waiver election.

(6)
Waiver frequency and timing.The
Plan does not limit the number of times the Participant may revoke a waiver of
the QJSA or make a new waiver during the election period. The Participant (and
his/her spouse, if the Participant is married), may revoke an election to
receive a particular form of benefit at any time until the Annuity Starting
Date.

(7)
Married Participant waiver. A married Participants
QJSA waiver election is not valid unless: (i) the Participants spouse (to whom
the Survivor Annuity is payable under the QJSA), after the Participant has
received the QJSA notice, has consented in writing to the waiver election, the
spouses consent acknowledges the effect of the election, and a notary public
or the Plan Administrator (or his/her representative) witnesses the spouses
consent; (ii) the spouse consents to the alternative method of payment
designated by the Participant or to any change in that designated method of
payment; and (iii) unless the spouse is the Participants sole primary
Beneficiary, the spouse consents to the Participants Beneficiary designation
or to any change in the Participants Beneficiary designation.

(a)
Effect of spousal consent/blanket waiver.The spouses
consent to a waiver of the QJSA is irrevocable, unless the Participant revokes
the waiver election. The spouse may execute a blanket consent to the
Participants future payment form election or Beneficiary designation, if the
spouse acknowledges the right to limit his/her consent to a specific
designation but, in writing, waives that right.

(b)
Spousal consent not required. The Plan Administrator
will accept as valid a waiver election which does not satisfy the spousal
consent requirements if the Plan Administrator establishes: (i) the Participant
does not have a spouse; (ii) the spouse cannot be located; (iii) the
Participant is legally separated or has been abandoned (within the meaning of
applicable state law) and the Participant has a court order to that effect; or
(iv) other circumstances exist under which Applicable Law excuses the spousal
consent requirement. If the Participants spouse is legally incompetent to give
consent, the spouses legal guardian (even if the guardian is the Participant)
may give consent.

(B) Qualified Preretirement Survivor Annuity
(QPSA).If a married Participant dies prior to his/her
Annuity Starting Date, the Plan Administrator will direct the Trustee to
distribute a portion of the Participants Vested Account Balance to the
Participants surviving spouse in the form of a QPSA, unless the Participant
has a valid waiver election in effect. The Employer in its Adoption Agreement
will elect whether to apply the one-year marriage rule. If the Employer
elects to apply the one-year marriage rule, the QPSA benefit does not apply
unless the Participant and his/her spouse were married throughout the one year
period ending on the date of the Participants death.

(1)
Definition of QPSA. A QPSA is an Annuity Contract
which is purchasable with 50% of the Participants Vested Account Balance
(determined as of the date of the Participants death) and which is payable for
the life of the Participants surviving spouse.

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(2)
Modification of QPSA. The Employer in Appendix B may
elect a different percentage (more than 50% but not exceeding 100%) for the
QPSA.

(3)
Ordering rule. The value of the QPSA is attributable
to Employer Contributions, to Pre-Tax Deferrals, to Roth Deferrals, and to
Employee Contributions in the same proportion as the Participants Vested
Account Balance is attributable to those contributions.

(4)
Disposition of remaining balance. The portion of the
Participants Vested Account Balance not payable as a QPSA is payable to the
Participants Beneficiary, in accordance with the remaining provisions of this
Article VI.

(5)
Surviving spouse elections.If the Participants Vested
Account Balance which the Trustee would apply to purchase the QPSA exceeds
$5,000, the Participants surviving spouse may elect to have the Trustee
commence payment of the QPSA at any time following the date of the
Participants death, but not later than Section 6.02 requires, and may elect
any of the methods of payment described in Section 6.03, in lieu of the QPSA.
In the absence of an election by the surviving spouse, the Plan Administrator
must direct the Trustee to distribute the QPSA on the earliest administratively
practicable date following the close of the Plan Year in which the latest of
the following events occurs: (a) the Participants death; (b) the date the Plan
Administrator receives notification of or otherwise confirms the Participants
death; (c) the date the Participant would have attained Normal Retirement Age;
or (d) the date the Participant would have attained age 62.

(6)
QPSA notice/timing. The Plan Administrator must
provide a written explanation of the QPSA to each married Participant within
the following period which ends last: (a) the period beginning on the first day
of the Plan Year in which the Participant attains age 32 and ending on the last
day of the Plan Year in which the Participant attains age 34; (b) a reasonable
period after an Employee becomes a Participant; or (c) a reasonable period
after Section 6.04 of the Plan becomes applicable to the Participant. A
reasonable period described in clauses (b) and (c) is the period beginning
one year before and ending one year after the applicable event. If the
Participant incurs a Separation from Service before attaining age 35, clauses
(a), (b), and (c) do not apply and the Plan Administrator must provide the QPSA
notice within the period beginning one year before and ending one year after
the Separation from Service. If the Participant thereafter returns to
employment with the Employer, the Plan Administrator will redetermine the
applicable period. The QPSA notice must describe, in a manner consistent with
Treasury regulations, the terms and conditions of the QPSA and of the waiver of
the QPSA, comparable to the QJSA notice required under Section 6.04(A)(5).

(7) Waiver frequency and timing. The Plan
does not limit the number of times the Participant may revoke a waiver of the
QPSA or make a new waiver during the election period. The election period for
waiver of the QPSA ends on the date of the Participants death. A Participants
QPSA waiver election is not valid unless the Participant makes the waiver
election after the Participant has received the QPSA notice and no earlier than
the first day of the Plan Year in which he/she attains age 35. However, if the
Participant incurs a Separation from Service prior to the first day of the Plan
Year in which he/she attains age 35, the Plan Administrator will accept a
waiver election as to the Participants Account Balance attributable to his/her
Service prior to his/her Separation from Service. In addition, if a Participant
who has not incurred a Separation from Service makes a valid waiver election,
except for the age 35 Plan Year timing requirement above, the Plan
Administrator will accept that election as valid, but only until the first day
of the Plan Year in which the Participant attains age 35.

(8)
Spousal consent to waiver. A Participants QPSA waiver
is not valid unless the Participants spouse (to whom the QPSA is payable)
satisfies or is excused from the consent requirements as described in Section
6.04(A)(7), except the spouse need not consent to the form of benefit payable
to the designated Beneficiary. The spouses consent to the waiver of the QPSA
is irrevocable, unless the Participant revokes the waiver election. The spouse
also may execute a blanket consent as described in Section 6.04(A)(7)(a).

(C) Effect of Waiver.
If the Participant has in effect a valid waiver election regarding the QJSA or
the QPSA, the Plan Administrator must direct the Trustee to distribute the
Participants Vested Account Balance in accordance with Sections 6.01, 6.02 and
6.03.

(D) Loan Offset.The
Plan Administrator will reduce the Participants Vested Account Balance by any
security interest (pursuant to any offset rights authorized by Section 6.06)
held by the Plan by reason of a Participant loan, to determine the value of the
Participants Vested Account Balance distributable in the form of a QJSA or
QPSA, provided the loan satisfied the spousal consent requirement described in
Section 7.06(D).

(E) Effect of QDRO.For
purposes of applying this Article VI, a former spouse (in lieu of the
Participants current spouse) is the Participants spouse or surviving spouse
to the extent provided under a QDRO described in Section 6.05. The provisions
of this Section 6.04 apply separately to the portion of the Participants
Vested Account Balance subject to a QDRO and to the portion of the
Participants Vested Account Balance not subject to the QDRO.

(F) Vested Account Balance Not Exceeding
$5,000. The Trustee must distribute in a Lump-Sum a
Participants Vested Account Balance which the Trustee otherwise under Section
6.04 would apply to provide a QJSA or QPSA benefit, where the Participants
Vested Account Balance determined under Section 6.01(A)(4) does not exceed
$5,000, unless the Employer elects to apply any lesser amount in Appendix B.

(G) Profit Sharing
Plan Exception.
If this Plan is a Profit Sharing Plan, the Employer in its Adoption Agreement
must elect whether the preceding provisions of Section 6.04 apply to all
Participants or only to Participants who are not Exempt Participants.

(1)
Definition of Exempt Participants. All Participants
are Exempt Participants except the following Participants to whom Section 6.04
must be applied: (a) a Participant as respects whom the Plan is a direct or
indirect transferee from a plan subject to the Code §417 requirements and the
Plan received the Transfer after December 31, 1984, unless the Transfer is an
Elective Transfer described in Section 11.06(E); (b) a Participant who elects a
Life Annuity distribution (if Section 11.02(C)(3) of the Plan requires the

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Plan to provide a Life Annuity distribution option); or (c) a
Participant whose benefits under a Defined Benefit Plan maintained by the
Employer are offset by benefits provided under this Plan.

(2)
Transfers.If a Participant receives a Transfer under
Section 6.04(G)(1), clause (a) above, the Plan Administrator may elect to apply
Section 6.04 only to the Participants transferred balance and not to the
Participants remaining Account Balance provided that the Plan Administrator
accounts properly for such balances.

(3)
Distribution to Exempt Participant. The Plan
Administrator must direct the Trustee to distribute the Exempt Participants
Vested Account Balance in accordance with Sections 6.01, 6.02 and 6.03.

(4) Exempt Participant Beneficiary designation. See
Section 7.05(A)(3) as to requirements relating to a married Exempt
Participants Beneficiary designation.

6.05
QDRO DISTRIBUTIONS. Notwithstanding any other provision of this Plan,
the Trustee, in accordance with the direction of the Plan Administrator, must
comply with the provisions of a QDRO, as defined in Code §414(p)(1)(A), which
is issued with respect to the Plan.

(A) Distribution at Any Time. This Plan
specifically permits distribution to an alternate payee under a QDRO at any
time, irrespective of whether the Participant has attained his/her earliest
retirement age (as defined under Code §414(p)(4)(B)) under the Plan. However, a
distribution to an alternate payee prior to the Participants attainment of
earliest retirement age is available only if: (1) the QDRO specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payees benefits under the Plan exceeds $5,000, and the
QDRO requires the alternate payees consent to any distribution occurring prior
to the Participants attainment of earliest retirement age, the alternate payee
gives such consent.

(B) Plan Terms Otherwise Apply. Except as to timing
of distribution commencement under Section 6.05(A), nothing in this Section
6.05 gives a Participant or an alternate payee a right to receive a type or
method of distribution, to receive any option, or to increase benefits in a
manner that the Plan does not permit.

(C) QDRO Procedures. The Plan Administrator must establish
reasonable procedures to determine the qualified status of a domestic relations
order (as defined under Code §414(p)(1)(B).

(1)
Notices and order status. Upon receiving a domestic
relations order, the Plan Administrator promptly will notify the Participant
and any alternate payee named in the order, in writing, of the receipt of the
order and the Plans procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic
relations order, the Plan Administrator must determine the qualified status of
the order and must notify the Participant and each alternate payee, in writing,
of the Plan Administrators determination. The Plan Administrator must provide
notice under this Section 6.05(C)(1) by mailing to the individuals address
specified in the domestic relations order, or in a manner consistent with DOL
regulations.

(2)
Interim amounts payable. If any portion of the
Participants Vested Account Balance is payable under the domestic relations
order during the period the Plan Administrator is making its determination of
the qualified status of the domestic relations order, the Plan Administrator
must maintain a separate accounting of the amounts payable. If the Plan
Administrator determines the order is a QDRO within 18 months of the date
amounts first are payable following receipt of the domestic relations order,
the Plan Administrator will direct the Trustee to distribute the payable
amounts in accordance with the QDRO. If the Plan Administrator does not make
its determination of the qualified status of the order within the 18-month
determination period, the Plan Administrator will direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the Plan
Administrator later determines the order is a QDRO.

(3) Segregated Account. To the extent it is not
inconsistent with the provisions of the QDRO, the Plan Administrator under
Section 7.04(A)(2)(c) may direct the Trustee to segregate the QDRO amount in a
Segregated Account. The Trustee will make any payments or distributions
required under this Section 6.05 by separate benefit checks or other separate
distribution to the alternate payee(s).

6.06 DEFAULTED LOAN  TIMING OF OFFSET.
If a Participant or a Beneficiary defaults on a Plan loan, the Plan
Administrator will determine the timing of the reduction (offset) of the
Participants Vested Account Balance in accordance with this Section 6.06 and
the Plan Administrators loan policy.

(A) Offset if
Distributable Event. If, under the loan policy a loan default also is a distributable event
under the Plan, the Trustee, at the time of the loan default, will offset the
Participants Vested Account Balance by the lesser of the amount in default
(including accrued interest) or the Plans security interest in that Vested
Account Balance.

(B) Restricted Accounts.
If the loan is from a Restricted Pension Account and the loan default is a
distributable event under the loan policy, the Trustee will offset the
Participants Account Balance in the manner described in Section 6.06(A) only
if the Participant has incurred a Separation from Service or has attained
Normal Retirement Age. If a 401(k) Plan makes the loan, to the extent the loan
is attributable to the Participants Restricted 401(k) Accounts, the Trustee
will not offset the Participants Vested Account Balance prior to the earlier
of the date the Participant incurs a Severance from Employment or the date the
Participant attains age 59 1/2. Consistent with its loan policy, the Plan
Administrator also may offset a Participants defaulted loan upon Plan
termination, provided the Participants Account Balance is distributable upon
Plan termination.

6.07
HARDSHIP DISTRIBUTIONS. The Employer in its Adoption Agreement may elect
to permit a hardship distribution to an electing Participant. If the Employer
elects to permit hardship distributions, the Employer, consistent with the
Adoption Agreement and Applicable Law, will elect: (i) which Accounts are
available for a hardship distribution; (ii) whether the Plan Administrator will
administer the hardship distributions in accordance with the

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safe harbor provisions of Section 6.07(A) or, as may be permitted by
Applicable Law, under the non-safe harbor provisions of Section 6.07(B); and
(iii) whether the hardship distribution is an In-Service Distribution, an
acceleration of a distribution occurring after Severance from
Employment/Separation from Service, or both. The Employer in its Profit Sharing
Plan Adoption Agreement may elect to apply the safe harbor rules.

(A) Safe Harbor Need/Necessity.

(1)
Deemed immediate and heavy need. For purposes of this
Plan, a safe harbor hardship distribution is a distribution on account of one
or more of the following immediate and heavy financial needs: (a) expenses for
(or necessary to obtain) medical care for the Participant, for the
Participants spouse, or for any of the Participants dependents that would be
deductible under Code §213(d) (determined without regard to whether the
expenses exceed 7.5% of adjusted gross income); (b) costs directly related to
the purchase (excluding mortgage payments) of a principal residence of the
Participant; (c) payment of post-secondary education tuition and related
educational fees (including room and board), for the next 12-month period, for
the Participant, for the Participants spouse, for the Participants children,
or for any of the Participants dependents; (d) payments necessary to prevent
the eviction of the Participant from his/her principal residence or the
foreclosure of the mortgage on the Participants principal residence; (e)
payments for the funeral or burial expenses for the Participants deceased
parent, spouse, child, or dependent; or (f) expenses to repair damage to the
Participants principal residence that would qualify for a casualty loss
deduction under Code §165 (determined without regard to whether the loss
exceeds 10% of adjusted gross income). Clauses (e) and (f) only apply as of the
Final 401(k) Regulations Effective Date. As used in this Section 6.07(A)(1),
the term dependent means a dependent as defined in Code §152 but for Taxable
Years beginning after 2004 as applied to clause (e), means without regard to
Code §152(d)(1)(B) and, for purposes of clause (c), means as applied without
regard to Code §§152(b)(1) or (2) and 152(d)(1)(B). Notwithstanding the
immediately preceding sentence, the Plan Administrator in applying this Section
6.07 may elect to limit the term dependent to those persons whom the
Participant may claim as a dependent on IRS Form 1040. The administrative forms
related to hardship distributions will reflect which of these definitions of
dependent the Plan Administrator has elected to apply.

(2)
Deemed necessity. The following restrictions apply to
a Participant who receives a safe harbor hardship distribution: (a) the
Participant may not make Elective Deferrals or Employee Contributions to the
Plan and other plans (described below) maintained by the Employer for the
6-month period (or any longer period the Plan Administrator may specify in a
hardship distribution policy) following the date of his/her hardship
distribution; (b) the distribution may not exceed the amount of the
Participants immediate and heavy financial need (including any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution); and (c) the
Participant must have obtained all distributions (including distribution of
Code §404(k) ESOP dividends), other than hardship distributions, and all
nontaxable loans (determined at the time of the loan) currently available under
the Plan and all other plans (described below) maintained by the Employer.
Other plans for purposes of clauses (a) and (c) means all other qualified
plans and all nonqualified plans of deferred compensation maintained by the
Employer including a cash or deferred arrangement that is part of a cafeteria
plan under Code §125 (but excluding the mandatory employee contribution portion
of a Defined Benefit Plan or a health or welfare benefit plan, including one
that is part of a cafeteria plan). For purposes of clause (a), other plans
also includes stock option, stock purchase and other similar plans maintained
by the Employer.

(B) Non-safe Harbor Need/Necessity.
For purposes of this Plan, a non-safe harbor hardship distribution is a
distribution on account of an immediate and heavy financial need. The
distribution cannot exceed the amount necessary to satisfy the need (including
any amounts necessary to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution). The Plan will not make
a non-safe harbor hardship distribution if the Participant may relieve the need
from other resources that are reasonably available to the Participant. The Plan
Administrator will administer a hardship distribution under this Section
6.07(B) in accordance with Treas. Reg. §1.401(k)-1(d)(3)(iv), but excluding
paragraph (E) thereof.

(C) Policy/Reliance.The
Plan Administrator may adopt a uniform and nondiscriminatory policy regarding
hardship distributions including objective standards for determining whether a
Participant has an immediate and heavy financial need and for substantiating
the extent of the Participants need. The Plan Administrator, absent actual
contrary knowledge, may rely on a Participants written representation that the
distribution is on account of hardship (as defined in Section 6.07(A)(1)), that
the distribution satisfies Section 6.07(B) and/or that the distribution
satisfies clause (b) under 6.07(A)(2).

(D) No Counterproductive Actions.
A Participant, to establish necessity under either Sections 6.07(A)(2) or
6.07(B) need not take counterproductive actions as would increase the financial
need. Such actions include, but are not limited to, being required to first
take a Participant loan to purchase a principal residence where such a loan
would result in the Participants disqualification from obtaining other
necessary financing.

(E) Restrictions on Amount; Grandfathered
Amounts.The maximum amount distributable from
Elective Deferrals as a hardship distribution may not exceed the amount equal
to the Participants total Elective Deferrals as of the hardship distribution
date, reduced by the amount of any Elective Deferrals previously distributed to
the Participant based on hardship or otherwise. QMACs and QNECs, and any
Earnings on such contributions, and Earnings on the Participants Elective
Deferrals, credited as of December 31, 1988 (collectively, grandfathered
amounts), increase the amount of the maximum available hardship distribution
only if the Employer in Appendix B elects to include such amounts. The
restrictions of this Section 6.07(E) do not apply to hardship distributions
from Nonelective Contributions, Regular Matching Contributions or Additional
Matching Contributions and such distributions also may include Earnings on such
Accounts. No hardship distribution is available from Safe harbor Contribution
Accounts.

(F) Ordering. If the
Plan permits a hardship distribution from more than one Account type, the
Participant or the Plan Administrator in accordance with Section 6.03(B)(6)
will

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determine the ordering of a Participants hardship distribution from
the hardship distribution eligible Accounts, including ordering as between the
Participants Pre-Tax Deferral Account and Roth Deferral Account, if any,
provided that any ordering is consistent with any restriction on hardship
distributions under this Section 6.07.

(G) Prototype and Volume Submitter Plans.A
Participants hardship distribution made from Elective Deferrals under a
Prototype Plan must comply with the safe harbor rules of Section 6.07(A). A
Participants hardship distribution made from the Nonelective Contribution,
Regular Matching Contribution or Additional Matching Contribution Accounts
under a Prototype Plan, as the Employer elects in its Adoption Agreement, may
comply with the safe harbor rules of Section 6.07(A) or the non-safe harbor
rules of Section 6.07(B). A Volume Submitter Plan, as the Employer elects in
its Adoption Agreement, may provide hardship distributions under the safe
harbor rules of Section 6.07(A) or under the non-safe harbor hardship
distribution rules of Section 6.07(B).

6.08 DIRECT
ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.

(A) Participant Election.
A Participant (including for this purpose, a former Employee) may elect, at the
time and in the manner prescribed by the Plan Administrator, to have any
portion of his/her Eligible Rollover Distribution from the Plan paid directly
to an Eligible Retirement Plan specified by the Participant in a Direct
Rollover. For purposes of this Section 6.08, a Participant includes as to their
respective interests, a Participants surviving spouse and the Participants
spouse or former spouse who is an alternate payee under a QDRO.

(B) Rollover and Withholding Notice.
At least 30 days but not more than 90 days prior to the Trustees distribution
of an Eligible Rollover Distribution, the Plan Administrator must provide a
written notice (including a summary notice as permitted under applicable
Treasury regulations) explaining to the distributee the rollover option, the
applicability of mandatory 20% federal withholding to any amount not directly
rolled over, and the recipients right to roll over the distribution within 60
days after the date of receipt of the distribution (rollover notice). If
applicable, the rollover notice also must explain the availability of income averaging
and the exclusion of net unrealized appreciation. A recipient of an Eligible
Rollover Distribution (whether he/she elects a Direct Rollover or elects to
receive the distribution), also may elect to receive distribution at any
administratively practicable time which is earlier than 30 days (but more than
7 days if Section 6.04 applies) following receipt of the rollover notice.

(C) Default Rollover.
The Plan Administrator, in the case of a Participant who does not respond
timely to the rollover notice, may make a Direct Rollover of the Participants
Account (as described in Revenue Ruling 2000-36 or in any successor guidance,
or in any DOL guidance) in lieu of distributing the Participants Account.

(D) Automatic Rollover. If the Employer elects
in its Adoption Agreement to provide for Mandatory Distributions described in
Section 6.01(A), the Plan Administrator will apply this Section 6.08(D) to all
Mandatory Distributions made before the Participant attains the later of age 62
or Normal Retirement Age. The Employer in its Adoption Agreement will elect
whether the Plan Administrator will apply this Section 6.08(D) regardless of
amount or will apply this Section only to such Mandatory Distributions which
exceed $1,000. In the event of any Mandatory Distribution subject to this
Section 6.08(D) and made on or after March 28, 2005, if the Participant does
not elect to have such distribution paid directly to an Eligible Retirement
Plan the Participant specifies in a Direct Rollover or to receive the distribution
directly in accordance with Section 6.01(A), then the Plan Administrator will
pay the distribution in a Direct Rollover to an Individual Retirement Plan the
Plan Administrator designates (Automatic Rollover). In the case of a Restated
Plan with a restated Effective Date before March 29, 2005, as to any Mandatory
Distribution which otherwise would be subject to this Section 6.08(D) except
that the distribution occurred before March 29, 2005, the terms of the prior
plan document control as to the disposition of the Account.

(1)
Determination of Mandatory Distribution
amount.

(a)
Rollovers count. The Plan Administrator, in
determining whether a Mandatory Distribution is greater than $1,000 for
purposes of this Section 6.08(D), will include the portion of the Participants
distribution attributable to any Rollover Contribution, regardless of the
Employers Adoption Agreement election to include or exclude Rollover
Contributions in determining a Mandatory Distribution.

(b)
Roth and Pre-Tax Deferrals. In determining the
Mandatory Distribution amount under this Section 6.08(D), the Plan
Administrator will aggregate a Participants Roth Deferral and Pre-Tax Deferral
Accounts if each Account Balance exceeds $200. If either the Roth Deferral
Account or the Pre-Tax Deferral Account is less than $200, the Plan
Administrator will apply this Section 6.08(D) only to the other Account and
will not aggregate the Account Balance under $200 with the other Account
Balance.

(2)
Beneficiaries, alternate payees and termination. The
Automatic Rollover provisions of this Section 6.08(D) do not apply to spousal
Beneficiaries, to alternate payees under a QDRO or to distributions upon Plan
termination.

(E) Limitation on Employee Contribution and
Roth Rollovers.

(1)
Employee Contributions. A Participants Employee
Contribution Account only may be transferred by means of a Direct Rollover to a
qualified Defined Contribution Plan described in Code §§401(a) or 403(a) that
agrees to account separately for amounts so transferred, including accounting
separately for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not includible in gross
income. A Participants Employee Contributions also may be transferred by a
Direct Rollover or by a 60-day rollover to an Individual Retirement Plan. For
purposes of a rollover of a distribution which includes both Employee
Contributions and pre-tax amounts, the Plan Administrator will treat the first
amounts rolled over as attributable to the pre-tax amounts.

(2)
Roth Deferrals. A Participants Roth Deferral Account
only may be transferred by means of a Direct Rollover to a qualified Defined
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in Code §401(k), or to a Code §403(b) plan that permits Roth deferrals.
A Participant also may transfer the taxable portion of his/her Roth Deferral
Account by a 60-day rollover to a qualified Defined Contribution Plan under
Code §401(k) or to a Code §403(b) plan. A Participants Roth Deferral Account
Contributions also may be transferred by a Direct Rollover or by a 60-day
rollover to a Roth Individual Retirement Plan.

(F) Definitions. The
following definitions apply to this Section 6.08:

(1)
Direct Rollover. A Direct Rollover
is a payment by the Plan to the Eligible Retirement Plan the distributee
specifies in his/her Direct Rollover election or in the case of an Automatic
Rollover, to the Individual Retirement Plan that the Plan Administrator
designates.

(2)
Eligible Retirement Plan. An
Eligible Retirement Plan is an individual retirement account described in Code
§408(a), an individual retirement annuity described in Code §408(b), an annuity
plan described in Code §403(a), a qualified trust described in Code §401(a), an
arrangement described in Code §403(b), or an eligible deferred compensation
plan described in Code §457(b) sponsored by a governmental employer which
accepts the Participants or alternate payees Eligible Rollover Distribution.
However, with regard to a Participants Roth Deferral Account, an Eligible
Retirement Plan is a Roth IRA described in Code §408A, a Roth account in
another 401(k) plan which permits Roth deferrals or a Roth account in a 403(b)
plan which permits Roth deferrals.

(3)
Eligible Rollover Distribution. An
Eligible Rollover Distribution is any distribution of all or any portion of the
Participants Vested Account Balance, except: (a) any distribution which is one
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Participant or the
joint lives (or joint life expectancies) of the Participant and the
Participants Designated Beneficiary, or for a specified period of ten years or
more; (b) any RMD under Section 6.02; (c) the portion of any distribution which
is not includible in gross income (except for Roth Deferral Accounts, Employee
Contributions and determined without regard to the exclusion of net unrealized
appreciation with respect to employer securities); (d) any hardship
distribution; (e) a corrective distribution made under Article IV; (f) a deemed
distribution resulting from a defaulted Participant loan which is not also an
offset distribution; (g) any other distributions described in Treas. Reg.
§1.402(c)-2; and (h) as to a Direct Rollover, any distribution which otherwise
would be an Eligible Rollover Distribution, but where the total distributions
to the Participant during that calendar year are reasonably expected to be less
than $200. For purposes of clause (h), a Participants Roth Deferral Account is
deemed to constitute a separate plan that is subject to a separate $200 limit.
The Plan Administrator, in a form on which a Participant may elect a Direct
Rollover, may restrict a Participant from directly rolling over only a part of
an Eligible Rollover Distribution where the distribution amount does not exceed
$500. In the case of such distribution exceeding $500, the Plan Administrators
form may require that any amount the Participant elects to directly roll over
be equal to $500 or a lesser specified amount.

(4)
Individual Retirement Plan.An
Individual Retirement Plan is an individual retirement account described in
Code §408(a) or an individual retirement annuity described in Code §408(b).

6.09 REPLACEMENT
OF $5,000 AMOUNT. If the Employer in its Adoption Agreement under Section
6.01(A)(1) elects no Mandatory Distributions or elects a Mandatory Distribution
amount which is less than $5,000, all other Plan references to $5,000 remain
unchanged unless the Employer in Appendix B elects to apply any lesser amount.
However, any such override election does not apply to Sections 3.02(D)
(relating to Catch-Up Deferrals, 3.10 (relating to SIMPLE Plans) and 3.12(C)(2)
(relating to Designated IRAs) and references therein remain at $5,000. If this
Plan is a Restated Plan, any Employer election under this Section 6.09 must be
consistent with the Plan Administrators operation of the Plan prior to the
Employers execution of its Restated Plan.

6.10 TEFRA
ELECTIONS.

(A) Application of Election in Lieu of Other
Provisions. Notwithstanding the provisions of Sections
6.01, 6.02 and 6.03, if the Participant (or Beneficiary) signed a written
distribution designation prior to January 1, 1984 (TEFRA election), the Plan
Administrator must direct the Trustee to distribute the Participants Vested
Account Balance in accordance with that election, subject however, to the
Survivor Annuity requirements, if applicable, of Section 6.04.

(B) Non-application.
This Section 6.10 does not apply to a TEFRA election, and the Plan
Administrator will not comply with that election, if any of the following
applies: (1) the elected method of distribution would have disqualified the
Plan under Code §401(a)(9) as in effect on December 31, 1983; (2) the
Participant did not have an Account Balance as of December 31, 1983; (3) the
election does not specify the timing and form of the distribution and the death
Beneficiaries (in order of priority); (4) the substitution of a Beneficiary
modifies the distribution payment period; or, (5) the Participant (or Beneficiary)
modifies or revokes the election. In the event of a revocation, the Trustee
must distribute, no later than December 31 of the calendar year following the
year of revocation, the amount which the Participant would have received under
Section 6.02 if the distribution designation had not been in effect or, if the
Beneficiary revokes the distribution designation, the amount which the
Beneficiary would have received under Section 6.02 if the distribution
designation had not been in effect. The Plan Administrator will apply this
Section 6.10 to rollovers and Transfers in accordance with Treasury Reg.
§1.401(a)(9)-8.

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ARTICLE VII
ADMINISTRATIVE PROVISIONS

7.01 EMPLOYER
ADMINISTRATIVE PROVISIONS.

(A) Information to Plan Administrator.
The Employer must supply current information to the Plan Administrator,
including the name, date of birth, date of employment, Compensation, leaves of
absence, Years of Service and date of Separation from Service of each Employee
who is, or who will be eligible to become, a Participant under the Plan,
together with any other information which the Plan Administrator considers
necessary to administer the Plan. The Employers records as to the information
the Employer furnishes to the Plan Administrator are conclusive as to all
persons.

(B) Plan Contributions.
The Employer is solely responsible to determine the proper amount of any
Employer Contribution it makes to the Plan and for the timely deposit to the
Trust of the Employer Contributions.

(C) Employer Action.
The Employer must take any action under the Plan in accordance with applicable
Plan provisions and with proper authority such that the action is valid under
Applicable Law and is binding upon the Employer.

(D) No Responsibility for Others.
Except as required under ERISA, the Employer has no responsibility or
obligation under the Plan to Employees, Participants or Beneficiaries for any
act required of the Plan Administrator, the Trustee, the Custodian, or any
other service provider to the Plan (unless the Employer also serves in such
capacities).

(E) Indemnity of Certain Fiduciaries.
The Employer will indemnify, defend and hold harmless the Plan Administrator
from and against any and all loss, damages or liability to which the Plan
Administrator may be subjected by reason of any act or omission (except willful
misconduct or gross negligence) in its official capacities in the
administration of this Plan or Trust or both, including attorneys fees and all
other expenses reasonably incurred in the Plan Administrators defense, in case
the Employer fails to provide such defense. The indemnification provisions of
this Section 7.01(E) do not relieve the Plan Administrator from any liability
the Plan Administrator may have under ERISA for breach of a fiduciary duty. The
Plan Administrator and the Employer may execute a written agreement further
delineating the indemnification agreement of this Section 7.01(E), provided the
agreement does not violate ERISA or other Applicable Law. The indemnification
provisions of this Section 7.01(E) do not extend to any Trustee, third party
administrator, Custodian or other Plan service provider unless so provided in a
written agreement executed by such persons and the Employer.

(F) Settlor Expenses.
The Employer will pay all reasonable Plan expenses that the Plan Administrator
under Section 7.04(C) determines are settlor expenses under ERISA.

7.02 PLAN
ADMINISTRATOR.

(A) Compensation and Expenses.
The Plan Administrator (and any individuals serving as Plan Administrator) will
serve without compensation for services as such (unless the Plan Administrator
is not the Employer or an Employee), but the Employer or the Plan will pay all
reasonable expenses of the Plan Administrator, in accordance with Section
7.04(C)(2).

(B) Resignation and Removal.
If the Employer, under Section 1.41, appoints one or more persons to serve as
Plan Administrator, such person(s) shall serve until they resign by written
notice to the Employer or until the Employer removes them by written notice. In
case of a vacancy in the position of Plan Administrator, the Employer will
exercise any and all of the powers, authority, duties and discretion conferred
upon the Plan Administrator pending the filling of the vacancy.

(C) General Powers and Duties.
The Plan Administrator has the following general powers and duties which are in
addition to those the Plan otherwise accords to the Plan Administrator:

(1)
Eligibility/benefit determination. To determine the
rights of eligibility of an Employee to participate in the Plan, all factual
questions that arise in the course of administering the Plan, the value of a
Participants Account Balance (based on the value of the Trust assets, as
determined by the Trustee, the Custodian or the Named Fiduciary) and the Vested
percentage of each Participants Account Balance.

(2)
Rules/policies. To adopt rules of procedure and
regulations or policies the Plan Administrator considers reasonable or
necessary for the proper and efficient administration of the Plan, provided the
rules are not inconsistent with the terms of the Plan, the Code, ERISA or other
Applicable Law. The Plan Administrator may, but is not required to reduce such
rules, regulations or policies to writing, unless otherwise required under
Applicable Law. The Plan Administrator at any time may amend or terminate
prospectively any Plan policy without the requirement of a formal Plan
amendment. The Employer or Plan Administrator also may create and modify from
time to time one or more administrative checklists which are not part of the
Plan, but which are for the purpose of tracking certain plan operational
features, to generate written policies and plan forms, and to facilitate proper
administration of the Plan.

(3)
Construction/enforcement. To construe and enforce the
terms of the Plan and the rules, regulations and policies the Plan
Administrator adopts, including discretion to interpret the basic plan
document, the Adoption Agreement and any document related to the Plans
operation.

(4)
Distribution/valuation. To direct the Trustee
regarding the crediting and distribution of the Trust Fund, to establish
additional Valuation Dates, and to direct the Trustee to conduct interim
valuations on such Valuation Dates under Section 8.02(C)(4).

(5)
Claims. To review and render decisions regarding a
claim for (or denial of a claim for) a benefit under the Plan.

(6)
Information to Employer. To furnish the Employer with
information which the Employer may require for tax or other purposes.

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(7) Service providers.To engage the
service of agents whom the Plan Administrator may deem advisable to assist it
with the performance of its duties.

(8) Investment Manager. If the Plan
Administrator is the Named Fiduciary (or the Named Fiduciary otherwise
designates the Plan Administrator to do so), to engage the services of an
Investment Manager or Managers (as defined in ERISA §3(38)), each of whom will
have full power and authority to manage, acquire or dispose (or direct the
Trustee with respect to acquisition or disposition) of any Plan asset under
such Investment Managers control.

(9) Funding.As the Code or ERISA may
require, to establish and maintain a funding policy and a funding standard
account and to make credits and charges to that account. The Plan Administrator
will review, not less often than annually, all pertinent Employee information
and Plan data in order to establish the funding policy of the Plan and to
determine the appropriate methods of carrying out the Plans objectives. The
Plan Administrator must communicate periodically, as it deems appropriate, to
the Trustee and to any Plan Investment Manager the Plans short-term and
long-term financial needs for the coordination of the Plans investment policy
with Plan financial requirements.

(10) Records. To maintain Plan records and
records of the Plan Administrators activities, as necessary or appropriate for
the proper administration of the Plan.

(11) Tax returns and other filings.To file
with DOL or IRS as may be required, the Plans informational tax return, and to
make such other filings as the Plan Administrator deems necessary or
appropriate.

(12) Notices and disclosures.To give and
to make to Participants and to other parties, all Plan related notices and
disclosures required by Applicable Law.

(13) Overpayment.To seek return from a
Participant or Beneficiary of any distributed amount which exceeds the
distributable Vested Account Balance (or exceeds the amount which otherwise
should have been distributed) and to allocate any recovered overpayment in
accordance with the Plan terms.

(14) Catch-all.To make any other
determinations and undertake any other actions the Plan Administrator in its
discretion believes are necessary or appropriate for the administration of the
Plan (except to the extent that the Employer provides express contrary
direction) and to otherwise administer the Plan in accordance with the Plan
terms and Applicable Law.

(D) 401(k) Plan Elective Deferrals.
If the Plan is a 401(k) Plan, the Plan Administrator may adopt such policies
regarding Elective Deferrals as it deems necessary or appropriate to administer
the Plan. The Plan Administrator also will prescribe a Salary Reduction
Agreement form for use by Participants. See Section 1.54.

(E) Limitations on Plan Administrator
Responsibility.

(1) Acts of others.Except as required
under ERISA, the Plan Administrator has no responsibility or obligation under
the Plan to Participants or Beneficiaries for any act required of the Employer,
the Trustee, the Custodian or any other service provider to the Plan (unless
the Plan Administrator also serves in such capacities).

(2) Plan contributions.The Plan
Administrator is not responsible for collecting any required Plan contribution
or to determine the correctness or deductibility of any Employer Contribution.

(3) Reliance on information.The Plan Administrator
in administering the Plan is entitled to, but is not required to rely upon,
information which a Participant, Beneficiary, Trustee, Custodian, the Employer,
a Plan service provider or representatives thereof provide to the Plan
Administrator.

7.03 DIRECTION
OF INVESTMENT.

(A) Employer Direction of Investment.
The Employer has the right to direct the discretionary Trustee with respect to
the investment and re-investment of assets comprising the Trust Fund only if
and to the extent the discretionary Trustee consents in writing to permit such
direction. The Employer will direct a nondiscretionary Trustee as to the Trust
Fund investments in accordance with Article VIII unless an Investment Manager,
the Participants or the Named Fiduciary are directing the nondiscretionary
Trustee as to such investments.

(B) Participant Direction of Investment.
The Plan Administrator may adopt a policy to permit Participants to direct the
investment of one or more of their Plan Accounts, subject to the provisions of
this Section 7.03(B). The Plan Administrator may impose reasonable and
nondiscriminatory administrative conditions on the Participants ability to
direct their Account investments. For purposes of this Section 7.03(B), a
Participant includes a Beneficiary where the Beneficiary has succeeded to the
Participants Account and where the Plan Administrators policy affords the
Beneficiary self-direction rights. However, under the Plan Administrators
policy a Beneficiary may or may not have the same direction of investment
rights as a Participant.

(1) Trustee authorization and procedures.
Under any Plan Administrator policy permitting Participant direction of
investment, the Trustee must consent in writing to permit such direction. If
the Employer, in its Adoption Agreement, designates the Trustee as a
nondiscretionary Trustee, the Employer may direct the Trustee to consent to
Participant direction of investment. If the Trustee consents to Participant
direction of investment, the Trustee only will accept direction from each
Participant (or from the Participants properly appointed independent
investment adviser, financial planner or legal representative) on a written
direction of investment form the Plan Administrator or Trustee provides or otherwise
approves for this purpose. The Trustee may establish written procedures
relating to Participant direction of investment under this Section 7.03(B) as
are not inconsistent with the Plan Administrators policy regarding Participant
direction, including procedures or conditions for electronic transfers or for
changes in investments by Participants or by their properly appointed
independent investment advisers, financial planners or legal representatives.
The Plan Administrator will maintain, or direct the Trustee to maintain, an
appropriate Account designated in the name of the Plan or Trust and for the
benefit of the Participant, to the extent a Participants Account is subject to
Participant self-direction. Such an Account is a ParticipantDirected Account
under Section 7.04(A)(2)(b).

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(2) ERISA §404(c). No Plan fiduciary
(including the Employer and Trustee) is liable for any loss or for any breach
resulting from a Participants or Beneficiarys direction of the investment of
any part of his/her directed Account to the extent the Participants or
Beneficiarys exercise of his/her right to direct the investment of his/her
Account satisfies the requirements of ERISA §404(c).

(3) Participant loans.As part of any loan
policy the Plan Administrator establishes under Section 7.06, the Plan
Administrator under Section 7.06(E) may treat a Plan loan made to a Participant
as a Participant direction of investment, even if the Plan Administrator has
not adopted a policy permitting Participants to direct their own Account
investments.

(4) Investment services programs.The Plan
Administrator, as part of its Participant direction policy under this Section
7.03(B), may permit Participants to appoint an Investment Manager or Managers,
which may be the Trustee, Custodian or an affiliate thereof, to render
investment allocation services, investment advice or management services
(collectively, an investment services program) to the appointing
Participants, provided that any such appointment and the operation of any such
investment services program are not in violation of Applicable Law.

(C) Direction Consistent with Plan and ERISA.
To constitute a proper direction, any direction of investment given to the
Trustee or Custodian under the Plan must be in accordance with the Plan terms
and must not be contrary to Applicable Law.

7.04 ACCOUNT ADMINISTRATION, VALUATION AND EXPENSES.

(A) Individual Accounts.The
Plan Administrator, as necessary for the proper administration of the Plan,
will maintain, or direct the Trustee to maintain, a separate Account, or
multiple Accounts, in the name of each Participant to reflect the Participants
Account Balance under the Plan. The Plan Administrator will make its
allocations of Employer Contributions and of Earnings, or will request the
Trustee to make such allocations, to the Accounts of the Participants as
necessary to maintain proper Plan records and in accordance with the
applicable: (i) Contribution Types under Section 7.04(A)(1); (ii) allocation
conditions under Section 3.06; (iii) investment account types under Section
7.04(A)(2); and (iv) Earnings allocation methods under Section 7.04(B).

(1) By Contribution Type. The Plan
Administrator, will establish Plan Accounts for each Participant to reflect
his/her Accounts attributable to the following Contribution Types and the
Earnings attributable thereto: Pre-Tax Deferrals, Roth Deferrals, Regular
Matching Contributions, Nonelective and other Employer Contributions, QNECs,
QMACs, Safe Harbor Contributions, Additional Matching Contributions, Rollover
Contributions (including Roth versus pre-tax amounts), Transfers, SIMPLE
Contributions, Prevailing Wage Contributions, Employee Contributions, DECs and
Designated IRA Contributions.

(2)
By investment account type.The Plan Administrator
will establish separate Accounts for each Participant to reflect his/her
investment account types as described below:

(a) Pooled Accounts. A Pooled Account is an
Account which for investment purposes is not a Segregated Account or a
Participant-Directed Account. If any or all Plan investment Accounts are Pooled
Accounts, each Participants Account has an undivided interest in the assets
comprising the Pooled Account. In a Pooled Account, the value of each
Participants Account Balance consists of that proportion of the net worth (at
fair market value) of the Trust Fund which the net credit balance in his/her
Account (exclusive of the cash value of incidental benefit insurance contracts)
bears to the total net credit balance in the Accounts (exclusive of the cash
value of the incidental benefit insurance contracts) of all Participants plus the
cash surrender value of any incidental benefit insurance contracts held by the
Trustee on the Participants life.

(b) Participant-Directed Accounts.A
Participant-Directed Account is an Account that the Plan Administrator
establishes and maintains or directs the Trustee to establish and maintain for
a Participant to invest in one or more assets that are not pooled assets held
by the Trust, such as assets in a brokerage account or other property in which
other Participants do not have any interest. As the Plan Administrator
determines, a Participant-Directed Account may provide for a limited number and
type of investment options or funds, or may be open-ended and subject only to
any limitations imposed by ERISA or other Applicable Law. A Participant may
have one or more Participant-Directed Accounts in addition to Pooled or
Segregated Accounts. A Participant-Directed Account is credited and charged
with the Earnings under Section 7.04(B)(4)(e). As of each Valuation Date, the
Plan Administrator must reduce a Participant-Directed Account for any
forfeiture arising from Section 5.07 after the Plan Administrator has made all
other allocations, changes or adjustments to the Account for the valuation
period.

(c) Segregated Accounts.A Segregated
Account is an Account the Plan Administrator establishes and maintains or
directs the Trustee to establish and maintain for a Participant: (i) as the
result of a cash-out repayment under Section 5.04; (ii) to facilitate
installment payments under Section 6.03; (iii) to hold a QDRO amount under
Section 6.05; (iv) to prevent a distortion of Plan Earnings allocations; or (v)
for such other purposes as the Plan Administrator may direct. A Segregated
Account receives all income it earns and bears all expense or loss it incurs.
The Trustee will invest the assets of a Segregated Account consistent with the
purpose for which the Plan Administrator or Trustee established the Account. As
of each Valuation Date, the Plan Administrator must reduce a Segregated Account
for any forfeiture arising under Section 5.07 after the Plan Administrator has
made all other allocations, changes or adjustments to the Account for the
Valuation Period.

(3)
Value of Account/distributions.The value of a
Participants Account is equal to the sum of all contributions, Earnings and
other additions credited to the Account, less all distributions (including
distributions to Beneficiaries and to alternate payees and also including
disbursement of Plan loan proceeds), expenses and other charges against the
Account as of a Valuation Date or other relevant date. For purposes of a
distribution under the Plan, the value of a Participants Account Balance is
its value as of the Valuation Date

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immediately preceding the date of the distribution. If any or all Plan
investment Accounts are Participant-Directed Accounts, the directing
Participants Account Balance consists of the assets held within the
Participant-Directed Account and the value of the Account is the fair market
value of such assets.

(4) Account statements.As soon as
practicable after the Accounting Date of each Plan Year and any other date that
ERISA requires, the Plan Administrator will deliver within any time prescribed
by ERISA, to each Participant (and to each Beneficiary) a statement reflecting
the amount of his/her Account Balance in the Trust as of the statement date or
most recent Valuation Date. The statement will also include any and all other
information as of that date that ERISA may require. No Participant, except the
Plan Administrator/Participant or Trustee/Participant, has the right to inspect
the records reflecting the Account of any other Participant.

(B) Allocation of Earnings.
This Section 7.04(B) applies solely to the allocation of Earnings of the Trust
Fund. The Plan Administrator will allocate Employer Contributions and
Participant forfeitures, if any, in accordance with Article III.

(1) Allocate as of Valuation Date. As of
each Valuation Date, the Plan Administrator must adjust Accounts to reflect
Earnings for the Valuation Period since the last Valuation Date.

(2) Definition of Valuation Date. A
Valuation Date under this Plan is each: (a) Accounting Date; (b) Valuation Date
the Employer elects in its Adoption Agreement; or (c) Valuation Date the Plan
Administrator establishes under Section 7.02(C)(4). The Employer in its
Adoption Agreement or the Plan Administrator may elect alternative Valuation
Dates for the different Contribution Types which the Plan Administrator
maintains under the Plan.

(3) Definition of Valuation Period. The
Valuation Period is the period beginning on the day after the last Valuation
Date and ending on the current Valuation Date.

(4) Allocation methods.The Plan
Administrator will allocate Earnings to the Participant Accounts in accordance
with the daily valuation method, balance forward method, balance forward with
adjustment method, weighted average method, Participant-directed Account
method, or other method the Employer elects under its Adoption Agreement. The
Employer in its Adoption Agreement may elect alternative methods under which
the Plan Administrator will allocate the Earnings to the Accounts reflecting
different Contribution Types or investment Account types which the Plan
Administrator maintains under the Plan. The Plan Administrator first will
adjust the Participant Accounts, as those Accounts stood at the beginning of
the current Valuation Period, by reducing the Accounts for any forfeitures
arising under the Plan, for amounts charged during the Valuation Period to the
Accounts in accordance with Section 7.04(C)(2)(b) (relating to distributions
and to loan disbursement payments) and Section 9.01 (relating to insurance
premiums), and for the cash value of incidental benefit insurance contracts.
The Plan Administrator then, subject to the restoration allocation requirements
of the Plan, will allocate Earnings under the applicable valuation method.

(a) Daily valuation method.If the Employer
in its Adoption Agreement elects to apply the daily valuation method, the Plan
Administrator will allocate Earnings on each day of the Plan Year for which
Plan assets are valued on an established market and the Trustee is conducting
business.

(b) Balance forward method.If the Employer
in its Adoption Agreement elects to apply the balance forward method, the Plan
Administrator will allocate Earnings pro rata to the adjusted Participant
Accounts, since the last Valuation Date.

(c) Balance forward with adjustment method.
If the Employer in its Adoption Agreement elects to apply the balance forward
with adjustment method, the Plan Administrator will allocate pursuant to the
balance forward method, except it will treat as part of the relevant Account at
the beginning of the Valuation Period the percentage of the contributions made
as the Employer elects in its Adoption Agreement, during the Valuation Period
the Employer elects in its Adoption Agreement.

(d) Weighted average method.If the
Employer in its Adoption Agreement elects to apply a weighted average
allocation method, the Plan Administrator will allocate pursuant to the balance
forward method, except it will treat a weighted portion of the applicable
contributions as if includible in the Participants Account as of the beginning
of the Valuation Period. The weighted portion is a fraction, the numerator of
which is the number of months in the Valuation Period, excluding each month in
the Valuation Period which begins prior to the contribution date of the
applicable contributions, and the denominator of which is the number of months
in the Valuation Period. The Employer in its Adoption Agreement may elect to
substitute a weighting period other than months for purposes of this weighted
average allocation.

(e) Participant-Directed Account method.The
Employer in its Adoption Agreement must elect to apply the Participant-Directed
Account method to any Participant-Directed Account under the Plan. See Sections
7.03(B) and 7.04(A)(2)(b). Under the Participant-Directed Account method: (i)
each Participant-directed Account is credited and charged with the Earnings
such Account generates; (ii) the Employers election, if any, in its Adoption
Agreement of another method for the allocation of Earnings will not apply to
any Participant-Directed Account; and (iii) the Participant-Directed Account
will be valued at least annually.

(5)
Special Earnings allocation rules.

(a) Code §415 Excess Amounts.An Excess
Amount or suspense account described in Article IV does not share in the
allocation of Earnings described in this Section 7.04(B).

(b) Contributions prior to accrual or precise
determination. If the Employer in its Adoption Agreement elects to
impose one or more allocation conditions under Section 3.06 and the Employer contributes
to the Plan amounts which at the time of the contribution have not accrued
under the Plan terms (pre-accrual contributions), the Trustee may hold the
pre-accrual contributions in the Trust and may invest such contributions as the
Trustee determines, pending accrual and allocation to Participant Accounts.
When the Plan Administrator allocates to

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Participants who have satisfied the Plans allocation conditions the
Employers pre-accrual contributions, the Plan Administrator also will allocate
the Earnings thereon pro rata in relation to each Participants share of the
pre-accrual contribution. The Plan Administrator also may elect to apply this
Section 7.04(B)(5)(b) to any other situation in which the Plan Administrator
cannot determine precisely the amount a Participants allocation as of the date
that the Employer makes an Employer Contribution (excluding Elective Deferrals)
to the Trust. The Employer in Appendix B may elect an alternative
nondiscriminatory method to allocate the Earnings attributable to contributions
described in this Section 7.04(B)(5)(b).

(c) Forfeitures prior to accrual.The Plan
Administrator may maintain, or may direct the Trustee to maintain, a separate
temporary forfeiture Account in the name of the Plan to account for Participant
forfeitures which occur during the Plan Year. The Trustee will direct the
investment of any separate temporary forfeiture Account. As of each Accounting
Date, or interim Valuation Date, if applicable, the Plan Administrator will
allocate the Earnings from the temporary forfeiture Account, if any, to the
Accounts of the Participants in accordance with the provisions of Section
7.04(B)(4), or will allocate such Earnings in the same manner as Earnings on
pre-accrual contributions under Section 7.04(B)(5)(b).

(d) Accounting after Forfeiture Break in Service.If
a Participant re-enters the Plan subsequent to his/her having a Forfeiture
Break in Service (as defined in Section 5.06(B)), the Plan Administrator, or
the Trustee, must maintain a separate Account for the Participants
pre-Forfeiture Break in Service Account Balance and a separate Account for his
post-Forfeiture Break in Service Account Balance, unless the Participants
entire Account Balance under the Plan is 100% Vested.

(e) Coordination of allocation and valuation
elections. If the Plan is a 401(k) Plan that provides for Elective
Deferrals, if the Plan permits Employee Contributions, or if the Plan allocates
Nonelective or Matching Contributions as of any date other than the last day of
the Plan Year, the Employer in its Adoption Agreement must elect the method the
Plan Administrator will apply to allocate Earnings to such contributions made
during the Plan Year and must elect any alternative Valuation Dates for the
different Account types which the Plan Administrator maintains under the Plan.

(C) Plan Expenses.
The Plan Administrator consistent with ERISA and Applicable Law must determine
whether a particular Plan expense is a settlor expense which the Employer must
pay.

(1) Employer election as to non-settlor expenses.The
Employer will direct the Plan Administrator as to whether the Employer will pay
any or all non-settlor reasonable Plan expenses or whether the Plan must bear
the expense.

(2) Allocation of Plan expense.As to any
and all non-settlor reasonable Plan expenses, including Trustee fees, which the
Employer determines that the Plan will pay, the Plan Administrator has
discretion: (i) to determine which of such expenses will charged to the Plan as
a whole and the method of allocating such Plan expenses under Section
7.04(C)(2)(a); (ii) to determine which of such expenses the Plan will charge to
an individual Participants Account under Section 7.04(C)(2)(b); and (iii) to
adopt an expense policy regarding the foregoing. The Plan Administrator must
exercise its discretion under this Section 7.04(C)(2) in a reasonable, uniform
and nondiscriminatory manner. The Plan Administrator will direct the Trustee to
pay from the Trust and to charge to the overall Plan or to particular
Participant Accounts the expenses under this Section 7.04(C)(2) in accordance with
the Plan Administrators election of expense charging method or policy.

(a) Charge to overall Plan (pro rata or per capita).If
the Plan Administrator charges a Plan expense to the Accounts of all
Participants, the Plan Administrator may allocate the Plan expense either pro
rata in relation to the total balance in each Account on the date the expense
is allocated (using the balance determined as of the most recent Valuation
Date) or per capita (an equal amount) to each Participants Account.

(b) Charge to individual Participant Accounts.The
Plan Administrator, except as prohibited by Applicable Law, may charge a
Participants Account for any reasonable Plan expenses directly related to that
Account, including, but not limited to the following categories of fees or
expenses: distribution, loan, acceptance of rollover, QDRO, lost Participant
search, account maintenance, brokerage accounts, investment management and
benefit calculations. The Plan Administrator may charge a Participants Account
for the reasonable expenses incurred in connection with the maintenance of or a
distribution from that Account even if the charging of such expenses would
result in the elimination of the Participants Account or in the Participants
not receiving an actual distribution. However, if the actual Account expenses
exceed the Participants Account Balance, the Plan Administrator will not
charge the Participant outside of the Plan for such excess expenses.

(c)
Participants direct payment of investment expenses. The Plan
Administrator may permit Participants to pay directly to the service provider,
outside the Plan, Plan expenses such as investment management fees, provided
such expenses: (i) would be properly payable either by the Employer or the Plan
and are not settlor expenses payable exclusively by the Employer; (ii) are
not paid by the Employer or by the Plan; and (iii) are not intrinsic to the
value of the Plan assets as described in Rev. Rul. 86-142 or in any successor
ruling. This Section 7.04(C)(2)(c) does not permit a Participant to reimburse
the Plan for expenses the Plan previously has paid. To the extent a Participant
does not pay an expense the Participant may pay according to this Section 7.04(C)(2)(c),
the Plan Administrator will charge the expense under Sections 7.04(C)(2)(a) or
7.04(C)(2)(b) in accordance with the Plan Administrators expense policy.

(d)
Charges to former Employee-Participants. The Plan Administrator may charge
reasonable Plan expenses to the Accounts of former Employee- Participants, even
if the Plan Administrator does not charge Plan expenses to the Accounts of
current Employee-Participants. The Plan Administrator may charge the Accounts
of former Employee- Participants by applying one of the Section 7.04(C)(2)(a)
or (b) methods.

(e) ERISA compliance. This Section 7.04(C)
does not authorize the Plan to charge a Participant for

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information that ERISA requires the Plan to furnish free of charge upon
the Participants request. In addition, the Plan Administrator as ERISA or
other Applicable Law may require, must disclose the nature of any Plan expenses
and the manner of charging of any Plan expenses to the Plan or to particular
Participant Accounts and must apply its expense policy in a manner which is
consistent with ERISA and other Applicable Law.

7.05 PARTICIPANT ADMINISTRATIVE PROVISIONS.

(A) Beneficiary Designation.A
Participant from time to time may designate, in writing, any person(s)
(including a trust or other entity), contingently or successively, to whom the
Trustee will pay all or any portion of the Participants Vested Account Balance
(including any life insurance proceeds payable to the Participants Account) in
the event of death. A Participant under Section 6.03(B)(1) also may designate
the method of distribution of his/her Account to the Beneficiary. The Plan Administrator
will prescribe the form for the Participants written designation of
Beneficiary and, upon the Participants proper completion and filing of the
form with the Plan Administrator, the form effectively revokes all designations
filed prior to that date by the same Participant. This Section 7.05(A) also
applies to the interest of a deceased Beneficiary or a deceased alternate payee
where the Beneficiary or alternate payee has designated a Beneficiary.

(1) Automatic revocation of spousal designation.
A divorce decree, or a decree of legal separation, revokes the Participants
prior designation, if any, of his/her spouse or former spouse as his/her
Beneficiary under the Plan unless: (a) a QDRO provides otherwise; or (b) the
Employer in Appendix B elects otherwise. This Section 7.05(A)(1) applies solely
to a Participant whose divorce or legal separation becomes effective on or
after the date the Employer executes this Plan unless: (i) the Plan is a
Restated Plan and the prior Plan contained a provision to the same effect; or
(ii) regardless of the application of (i), the Employer in Appendix A provides
for a special Effective Date for this Section 7.05(A)(1).

(2) Coordination with QJSA/QPSA requirements.
If Section 6.04 applies to the Participant, this Section 7.05 does not impose
any special spousal consent requirements on the Participants Beneficiary
designation unless the Participant waives the QJSA or QPSA benefit. If the
Participant waives the QJSA or QPSA benefit without spousal consent to the
Participants Beneficiary designation: (a) any waiver of the QJSA or of the
QPSA is not valid; and (b) if the Participant dies prior to his/her Annuity
Starting Date, the Participants Beneficiary designation will apply only to the
portion of the death benefit which is not payable as a QPSA. Regarding clause
(b), if the Participants surviving spouse is a primary Beneficiary under the
Participants Beneficiary designation, the Trustee will satisfy the spouses
interest in the Participants death benefit first from the portion which is
payable as a QPSA.

(3) Profit Sharing Plan exception.If the
Plan is a Profit Sharing Plan which the Employer under Section 6.04(G) has
elected in its Adoption Agreement to exempt all Exempt Participants from the
QJSA and QPSA requirements of Section 6.04, the Beneficiary designation of a
married Exempt Participant, as described in Section 6.04(G), is not valid
unless the Participants spouse consents (in a manner described in Section
6.04(A)(7)) to the Beneficiary designation. The spousal consent requirement in
this Section 7.05(A)(3) does not apply if the Participants spouse is the
Participants sole primary Beneficiary. The Employer in its Adoption Agreement
will elect whether to apply the one-year marriage rule. If the Employer
elects to apply the one-year marriage rule, the spousal consent requirement of
this Section 7.05(A)(3) does not apply unless the Exempt Participant and
his/her spouse were married throughout the one year period ending on the date
of the Participants death. If the Employer elects to apply the one-year
marriage rule under this Section 7.05(A)(3), but the Participant is not an
Exempt Participant (such that the QJSA and QPSA requirements apply to the
Participant), the one-year marriage rule under Section 6.04(B) applies to the
QPSA.

(4) Limitation on frequency of Designated Beneficiary
changes. A Participant may change his/her Designated Beneficiary in
accordance with this Section 7.05(A) as often as the Participant wishes, unless
the Employer in Appendix B elects to impose a minimum time interval between
changes, but with an exception for certain major life events, such as death of
a Beneficiary, divorce and other such events as the Plan Administrator
reasonably may determine.

(5) Definition of spouse. The Employer in
Appendix B may define the term spouse for all Plan purposes provided such
definition is consistent with Applicable Law. In the absence of such an
Appendix B definition, the Plan Administrator will interpret and apply the term
spouse in a manner which is consistent with Applicable Law.

(B) Default Beneficiary.
If: (i) a Participant fails to name a Beneficiary in accordance with Section
7.05(A); or (ii) the Beneficiary (and all contingent or successive
Beneficiaries) whom the Participant designates predecease the Participant, are
invalid for any reason, or disclaim the Participants Vested Account Balance
and the Plan Administrator has accepted the disclaimers as valid under
Applicable Law, then the Trustee (subject to any contrary provision in Appendix
B under Section 7.05(C)) will distribute the Participants Vested Account
Balance in accordance with Section 6.03 in the following order of priority to:

(1) Spouse. The Participants surviving
spouse (without regard to the one-year marriage rule of Sections 6.04(B) and
7.05(A)(3)); and if no surviving spouse to

(2)
Descendants.The Participants children (including
adopted children), in equal shares by right of representation (one share for
each surviving child and one share for each child who predeceases the
Participant with living descendents); and if none to

(3)
Parents.The Participants surviving parents, in equal
shares; and if none to

(4)
Estate.The Participants estate.

(C) Administration of Default Provision.The
Employer in Appendix B may specify a different list or ordering of the list of
default beneficiaries than under Section 7.05(B); provided however, that if the
Plan is a Profit Sharing Plan, and the Plan includes Exempt Participants, as to
such Exempt Participants, the Employer may not specify a different default
Beneficiary

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list or order unless the Participants surviving spouse will be the
sole primary Beneficiary. The Plan Administrator will direct the Trustee as to
the distribution method and to whom the Trustee will make the distribution
under Section 7.05(B).

(D) Death of Beneficiary.
If the Beneficiary survives the Participant, but dies prior to distribution of
the Participants entire Vested Account Balance, the Trustee will distribute
the remaining Vested Account Balance in the same manner as described in Section
7.05(B) and (C) (applied as though the Beneficiary were the Participant)
unless: (1) the Participants Beneficiary designation provides otherwise; or
(2) the Beneficiary has properly designated a beneficiary. A Beneficiary only
may designate a beneficiary for the Participants Account Balance remaining at
the Beneficiarys death if the Participant has not previously designated a
successive contingent beneficiary and the Beneficiarys designation otherwise
complies with the Plan terms.

(E) Simultaneous Death of Participant and
Beneficiary. If a Participant and his/her Beneficiary
should die simultaneously, or under circumstances that render it difficult or
impossible to determine who predeceased the other, then unless the
Participants Beneficiary designation otherwise specifies, the Plan
Administrator will presume conclusively that the Beneficiary predeceased the
Participant.

(F) Incapacitated Participant or Beneficiary.
If, in the opinion of the Plan Administrator, a Participant or Beneficiary
entitled to a Plan distribution is not able to care for his/her affairs because
of a mental condition, a physical condition, or by reason of age, at the
direction of the Plan Administrator, the Trustee will make the distribution to
the Participants or Beneficiarys guardian, conservator, trustee, custodian
(including under a Uniform Transfers or Gifts to Minors Act) or to his/her
attorney-in-fact or to other legal representative, upon furnishing evidence of
such status satisfactory to the Plan Administrator and to the Trustee. The Plan
Administrator and the Trustee do not have any liability with respect to
payments so made and neither the Plan Administrator nor the Trustee has any
duty to make inquiry as to the competence of any person entitled to receive
payments under the Plan.

(G) Assignment or Alienation.
Except as provided in Code §414(p) relating to QDROs (or a domestic relations
order entered into before January 1, 1985) and in Code §401(a)(13) relating to
certain voluntary, revocable assignments, judgments and settlements, neither a
Participant nor a Beneficiary may anticipate, assign or alienate (either at law
or in equity) any benefit provided under the Plan, and the Trustee will not
recognize any such anticipation, assignment or alienation. Except as provided
by Code §401(a)(13) or other Applicable Law, a benefit under the Plan is not
subject to attachment, garnishment, levy, execution or other legal or equitable
process.

(H) Information Available.
Any Participant or Beneficiary without charge may examine the Plan description,
copy of the latest annual report, any bargaining agreement, this Plan and
Trust, and any contract or any other instrument which relates to the
establishment or administration of the Plan or Trust. The Plan Administrator
will maintain all of the items listed in this Section 7.05(H) in its office, or
in such other place or places as it may designate from time to time in order to
comply with ERISA, for examination during reasonable business hours. Upon the
written request of a Participant or a Beneficiary, the Plan Administrator must
furnish the Participant or Beneficiary with a copy of any item listed in this
Section 7.05(H). The Plan Administrator may impose a reasonable copying charge
upon the requesting person.

(I) Claims Procedure for Denial of Benefits.
A Participant or a Beneficiary may file with the Plan Administrator a written
claim for benefits, if the Participant or the Beneficiary disputes the Plan
Administrators determination regarding the Participants or Beneficiarys Plan
benefit. However, the Plan will distribute only such Plan benefits to
Participants or Beneficiaries as the Plan Administrator in its discretion
determines a Participant or Beneficiary is entitled to receive. The Plan
Administrator will maintain a separate written document as part of (or which
accompanies) the Plans summary plan description explaining the Plans claims
procedure. This Section 7.05(I) specifically incorporates the written claims
procedure as from time to time published by the Plan Administrator as a part of
the Plan. If the Plan Administrator pursuant to the Plans written claims
procedure makes a final written determination denying a Participants or
Beneficiarys benefit claim, the Participant or Beneficiary to preserve the
claim must file an action with respect to the denied claim not later than 180
days following the date of the Plan Administrators final determination.

(J) Inability to Determine Beneficiary.
In the event that the Plan Administrator is unable to determine the identity of
a Participants Beneficiary under circumstances of competing claims or
otherwise, the Plan Administrator may file an interpleader action seeking an
order of the court as to the determination of the Beneficiary. The Plan
Administrator, the Trustee and other Plan fiduciaries may act in reliance upon
any proper order issued under this Section 7.05(J) in maintaining, distributing
or otherwise disposing of a Participants Account under the Plan terms, to any
Beneficiary specified in the courts order.

7.06
PLAN LOANS.

(A) Loan Policy. The
Plan Administrator, at any time and in its sole discretion, may establish,
amend or terminate a policy which the Trustee must observe in making Plan
loans, if any, to Participants and to Beneficiaries. If the Plan Administrator
adopts a loan policy, the loan policy must be nondiscriminatory and must be in
writing. The policy must include: (1) the identity of the person or positions
authorized to administer the Participant loan program; (2) the procedure for
applying for a loan; (3) the criteria for approving or denying a loan; (4) the
limitations, if any, on the types and amounts of loans available; (5) the
procedure for determining a reasonable rate of interest; (6) the types of
collateral which may secure the loan; and (7) the events constituting default
and the steps the Plan will take to preserve Plan assets in the event of
default. A loan policy the Plan Administrator adopts under this Section 7.06(A)
is part of the Plan, except that the Plan Administrator may amend or terminate
the policy without regard to Section 11.02.

(B) Requirements for Plan Loans.
The Trustee, as directed by the Plan Administrator will make a Plan loan to a
Participant or to a Beneficiary in accordance with the loan policy, under
Section 7.06(A), provided: (1) loans are available to all Participants and
Beneficiaries on a reasonably equivalent basis and are not available in a
greater amount for HCEs than for NHCEs; (2) any loan is adequately secured and
bears a reasonable rate of interest; (3) the loan provides for

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repayment within a specified time (except that the loan policy may
suspend loan payments pursuant to Code §414(u)(4) or otherwise in accordance
with Applicable Law); (4) the default provisions of the note permit offset of
the Participants Vested Account Balance only at the time when the Participant
has a distributable event under the Plan, but without regard to whether the
Participant consents to distribution as otherwise may be required under Section
6.01(A)(2); (5) the amount of the loan does not exceed (at the time the Plan
extends the loan) the present value of the Participants Vested Account
Balance; and (6) the loan otherwise conforms to the exemption provided by Code
§4975(d)(1).

(C) Default as Distributable Event.
The loan policy may provide a Participants loan default is a distributable
event with respect to the defaulted amount, irrespective of whether the
Participant otherwise has incurred a distributable event at the time of
default, except as to Restricted 401(k) Accounts or Restricted Pension Accounts
under Section 6.01(C)(4) which the Participant used to secure his/her loan and
which are not then distributable at the time of default. See Section 6.06.

(D) QJSA/QPSA Requirements.
If the QJSA/QPSA requirements of Section 6.04 apply to the Participant, the
Participant may not pledge any portion of his/her Account Balance that is
subject to such requirements as security for a loan unless, within the 90 day
period ending on the date the pledge becomes effective, the Participants
spouse, if any, consents (in a manner described in Section 6.04 other than the
requirement relating to the consent of a subsequent spouse) to the security or,
by separate consent, to an increase in the amount of security. See Section
6.04(D) regarding the affect of an outstanding loan pledge on the QJSA or QPSA
benefit.

(E) Treatment of Loan as
Participant-Directed. The Plan Administrator, to the
extent provided in a written loan policy and consistent with Section
7.03(B)(3), will treat a Plan loan made to a Participant as a
Participant-directed investment, even if the Plan otherwise does not permit a
Participant to direct his/her Account investments. Where a loan is treated as a
directed investment, the borrowing Participants Account alone shares in any
interest paid on the loan, and the Account alone bears any expense or loss it
incurs in connection with the loan. The Trustee may retain any principal or
interest paid on the borrowing Participants loan in a Segregated Account (as
described in Section 7.04(A)(2)(c)) on behalf of the borrowing Participant
until the Trustee (or the Named Fiduciary, in the case of a nondiscretionary
Trustee) deems it appropriate to add the loan payments to the Participants
Account under the Plan.

7.07 LOST
PARTICIPANTS. If the Plan Administrator is unable to locate any Participant
or Beneficiary whose Account becomes distributable under the Plan or if the
Plan has made a distribution, but the Participant for any reason does not cash
the distribution check (a lost Participant), the Plan Administrator will
apply the provisions of this Section 7.07. The provisions of this Section 7.07
no longer apply if the Plan Administrator, prior to taking action to dispose of
the lost Participants Account under Section 7.07(A)(2) or 7.07(B)(2), is able
to complete the distribution.

(A) Ongoing Plan.
The provisions of this Section 7.07(A) apply if the Plan is ongoing.

(1) Attempt to Locate. The Plan
Administrator must conduct a reasonable and diligent search for the
Participant, using one or more of the search methods described in Section
7.07(C).

(2) Failure to locate/disposition of Account.
If a lost Participant remains unlocated after 6 months following the date the
Plan Administrator first attempts to locate the lost Participant using any of
the search methods described in Section 7.07(C), the Plan Administrator may
forfeit the lost Participants Account, provided the Account is not subject to
the Automatic Rollover rules of Section 6.08(D), unless forfeiture is contrary
to Applicable Law. If the Plan Administrator forfeits the lost Participants
Account, the forfeiture occurs at the end of the above-described 6-month period
and the Plan Administrator will allocate the forfeiture in accordance with
Section 3.07. The Plan Administrator under this Section 7.07(A)(2) will forfeit
the entire Account of the lost Participant, including Elective Deferrals and
Employee Contributions.

(3) Subsequent restoration of forfeiture.
If a lost Participant whose Account was forfeited thereafter at any time but
before the Plan has been terminated makes a claim for his/her forfeited
Account, the Plan Administrator will restore the forfeited Account to the same
dollar amount as the amount forfeited, unadjusted for Earnings occurring
subsequent to the forfeiture. The Plan Administrator will make the restoration
in the Plan Year in which the lost Participant makes the claim, first from the
amount, if any, of Participant forfeitures the Plan Administrator otherwise
would allocate for the Plan Year, and then from the amount or additional amount
the Employer contributes to the Plan for the Plan Year. The Employer in
Appendix B may provide that the Plan Administrator will use Trust Fund Earnings
for the Plan Year, if any, as a source of the restoration, or may modify the
order of priority of the sources of restoration described in the previous
sentence. The Plan Administrator will distribute the restored Account to the
lost Participant not later than 60 days after the close of the Plan Year in
which the Plan Administrator restores the forfeited Account.

(B) Terminating plan.
The provisions of this Section 7.07(B) apply if the Plan is terminating.

(1) Attempt to locate. The Plan
Administrator, to attempt to locate a lost Participant when the plan is
terminating, must conduct a reasonable and diligent search for the Participant,
using all four search methods described in clauses (1) through (4) of Section
7.07(C). In addition, the Plan Administrator may use a search method described
in clause (5) of Section 7.07(C).

(2) Failure to locate/disposition of Account.
If a lost Participant remains unlocated after a reasonable period the Plan
Administrator will distribute the Participants Account under Sections
7.07(B)(2)(a), (b) or (c) as applicable.

(a) No Annuity Contract/no other Defined Contribution
Plan. If the terminating Plan does not provide for an Annuity
Contract as a method of distribution and the Employer does not maintain another
Defined Contribution Plan, the Plan Administrator will distribute the lost
Participants Account in an Automatic Rollover to an individual retirement plan
under Section 6.08(D), unless the Plan Administrator determines it is
impractical to complete an Automatic Rollover or is unable to locate an
individual retirement plan provider willing to accept the rollover
distribution. In such event, the Plan Administrator may: (i)

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distribute the Participants Account to an interest-bearing insured bank
account the Plan Administrator establishes in the Participants name; or (ii)
distribute the Participants Account to the unclaimed property fund of the
state of the Participants last known address.

(b) Plan provides Annuity Contract/no other Defined
Contribution Plan. If the terminating Plan provides for an Annuity
Contract as a method of distribution and the Employer does not maintain another
Defined Contribution Plan, the Plan Administrator will purchase an Annuity
Contract payable to the lost Participant for delivery to the Participants last
known address reflected in the Plans records.

(c) Employer maintains another Defined Contribution
Plan. If the Employer maintains another Defined Contribution Plan,
the Plan Administrator may, in lieu of taking the actions described in Sections
7.07(B)(2)(a) or (b), transfer the lost Participants Account to the other
Defined Contribution Plan.

(C) Search methods.
The search methods described in this Section 7.07 are: (1) provide a
distribution notice to the lost Participant at the Participants last known
address by certified or registered mail; (2) check with other employee benefit
plans of the Employer that may have more up-to-date information regarding the
Participants whereabouts; (3) identify and contact the Participants
designated Beneficiary under Section 7.05; (4) use the IRS letter forwarding
program under Rev. Proc. 94-22 or the Social Security Administration search
program; and (5) use a commercial locator service, credit reporting agencies,
the internet or other search method. Regarding search methods (2) and (3)
above, if the Plan Administrator encounters privacy concerns, the Plan
Administrator may request that the Employer or other plan fiduciary (under (2)),
or the designated Beneficiary (under (3)), contact the Participant or forward a
letter requesting that the Participant contact the Plan Administrator.

(D) Uniformity. The
Plan Administrator will apply Section 7.07 in a reasonable, uniform and
nondiscriminatory manner, but in determining a specific course of action as to
a particular Account, reasonably may take into account differing circumstances
such as the amount of a lost Participants Account, the expense in attempting
to locate a lost Participant, the Plan Administrators ability to establish and
the expense of establishing a rollover IRA, and other factors.

(E) Expenses of search.
The Plan Administrator, in accordance with Section 7.04(C)(2)(b), may charge to
the Account of a Participant the reasonable expenses incurred under this
Section 7.07 and which are associated with the Participants Account, without
regard to whether or when the Plan Administrator actually locates or makes a
distribution to the Participant.

(F) Alternative Disposition.
The Plan Administrator under Sections 7.07(A) or (B) operationally may dispose
of a lost Participants Account in any reasonable manner which is not
inconsistent with Applicable Law. The Plan Administrator may adopt a policy
under this Section 7.07 as it deems reasonable or appropriate to administer the
Accounts of lost Participants, provided that: (1) the terms of any such policy
must be uniform and nondiscriminatory; (2) the Plan Administrator must
administer the policy in a uniform and nondiscriminatory manner; and (3) the
policy must not be inconsistent with Applicable Law. The Plan Administrator
also may administer lost Participant Accounts consistent with Applicable Law
which is contrary to any provision of Section 7.07, unless such Applicable Law
requires a Plan amendment, in which case the Employer within any required
deadline will amend the Plan to comply.

7.08 PLAN
CORRECTION. The Plan Administrator, in conjunction with the Employer and
Trustee, as applicable, may undertake such correction of Plan failures as the
Plan Administrator deems necessary, including correction to preserve tax
qualification of the Plan under Code §401(a), to correct a fiduciary breach
under ERISA or to unwind (correct) a prohibited transaction under the Code or
ERISA. Without limiting the Plan Administrators authority under the prior
sentence, the Plan Administrator, as it determines to be reasonable and
appropriate, may undertake or assist the Employer in undertaking correction of
Plan document, operational, demographic and employer eligibility failures under
a method described in the Plan or under the Employee Plans Compliance
Resolution System (EPCRS) or any successor program to EPCRS. The Plan
Administrator, as it determines to be reasonable and appropriate, also may
undertake or assist the Employer, the Trustee of other appropriate Plan
fiduciary or Plan official in undertaking correction of a fiduciary breach,
including correction under the Voluntary Fiduciary Correction Program (VFCP)
or any successor program to VFCP. If the Plan is a 401(k) Plan, the Plan
Administrator to correct an operational failure other than a failure of Code
§415 or Code §402(g) limitations or a failure of the ADP or ACP tests (or to
correct such listed failures beyond the time permitted under regulations), may
require the Trustee to distribute from the Plan Elective Deferrals, including
Earnings thereon, and the Plan Administrator will treat any Matching
Contributions and Earnings thereon relating to the distributed Elective
Deferrals, as an Associated Matching Contribution under Section 3.07(A)(1).

7.09 PROTOTYPE/VOLUME
SUBMITTER PLAN STATUS. If the Plan fails initially to qualify or to
maintain qualification or if the Employer makes any amendment or modification
to a provision of the Plan (other than a proper completion of an elective
provision under the Adoption Agreement or an Appendix), the Employer no longer
may participate under this Prototype or Volume Submitter Plan. The Employer
also may not participate (or continue to participate) in this Prototype or
Volume Submitter Plan if the Trustee or Custodian is not the Sponsor or
Practitioner and does not have the written consent of the Sponsor or
Practitioner required under Section 1.65, if any, to serve in the capacity of Trustee
or Custodian. If the Employer is not entitled to participate under this
Prototype or Volume Submitter Plan, the Plan is an individually-designed plan
and the reliance procedures specified in the applicable Adoption Agreement no
longer apply.

7.10
PLAN COMMUNICATIONS, INTERPRETATION, AND CONSTRUCTION.

(A) Plan Administrators
Discretion/Nondiscriminatory Administration. The Plan
Administrator has total and complete discretion to interpret and construe the
Plan and to determine all questions arising in the administration,
interpretation and application of the Plan. Any determination the Plan
Administrator makes under the Plan is final and

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binding upon any affected person. The Plan Administrator must exercise
all of its Plan powers and discretion, and perform all of its duties in a
uniform and nondiscriminatory manner.

(B) Written Communications.
All Plan-related communications by any party must be in writing (which subject
to Section 7.10(C) may include an electronic communication). All Participant or
Beneficiary notices, designations, elections, consents or waivers must be made
in a form the Plan Administrator (or, as applicable, the Trustee) specifies or
otherwise approves. Any person entitled to notice under the Plan may waive the
notice or shorten the notice period unless such actions are contrary to
Applicable Law.

(C) Use of Electronic Media.
The Plan Administrator using any electronic medium may give or receive any Plan
notice, communicate any Plan policy, conduct any written Plan communication,
satisfy any Plan filing or other compliance requirement and conduct any other
Plan transaction to the extent permissible under Applicable Law. A Participant
or a Participants spouse, to the extent authorized by the Plan Administrator,
may use any electronic medium to provide any Beneficiary designation, election,
notice, consent or waiver under the Plan, to the extent permissible under Applicable
Law. Any reference in this Plan to a form, a notice, an election, a
consent, a waiver, a designation, a policy or to any other Plan-related
communication includes an electronic version thereof as permitted under
Applicable Law.

(D) Evidence.
Anyone, including the Employer, required to give data, statements or other
information relevant under the terms of the Plan (evidence) may do so by
certificate, affidavit, document or other form which the person to act in
reliance may consider pertinent, reliable and genuine, and to have been signed,
made or presented by the proper party or parties. The Plan Administrator and
the Trustee are protected fully in acting and relying upon any evidence
described under the immediately preceding sentence.

(E) Plan Terms Binding.
The Plan is binding upon the Employer, Trustee, Plan Administrator, Custodian
(and all other service providers to the Plan), upon Participants, Beneficiaries
and all other persons entitled to benefits, and upon the successors and assigns
of the foregoing persons. See Section 8.11(C) as to the Trust where the
Employer in its Adoption Agreement elects to use a separate trust agreement.

(F) Employment Not Guaranteed.
Nothing contained in this Plan, or with respect to the establishment of the
Trust, or any modification or any amendment to the Plan or Trust, or in the
creation of any Account, or with respect to the payment of any benefit, gives
any Employee, Participant or any Beneficiary any right to employment or to
continued employment by the Employer, or any legal or equitable right against
the Employer, the Trustee, the Plan Administrator or any employee or agent
thereof, except as expressly provided by the Plan, the Trust, or Applicable
Law.

(G) Word Usage.
Words used in the masculine also apply to the feminine where applicable, and
wherever the context of the Plan dictates, the plural includes the singular and
the singular includes the plural. Titles of Plan and Adoption Agreement
sections are for reference only.

(H) State Law. The
law of the state of the Employers principal place of business will determine
all questions arising with respect to the provisions of the Plan and Trust,
except to the extent superseded by Applicable Law. The Employer in Appendix B
and subject to Applicable Law, may elect to apply the law of another state or
appropriate legal jurisdiction.

(I) Parties to Litigation.
Except as otherwise provided by Applicable Law, a Participant or a Beneficiary
is not a necessary party or required to receive notice of process in any court
proceeding involving the Plan, the Trust Fund or any fiduciary of the Plan. Any
final judgment (not subject to further appeal) entered in any such proceeding
will be binding upon the Employer, the Plan Administrator, the Trustee, Custodian,
Participants and Beneficiaries and upon their successors and assigns.

(J) Fiduciaries Not Insurers.
The Trustee, the Plan Administrator and the Employer in no way guarantee the
Trust Fund from loss or depreciation. The Employer does not guarantee the
payment of any money which may be or becomes due to any person from the Trust
Fund. The liability of the Employer, the Plan Administrator and the Trustee to
make any distribution from the Trust Fund at any time and all times is limited
to the then available assets of the Trust.

(K) Construction/Severability.
The Plan, the Adoption Agreement, the Trust and all other documents to which
they refer, will be interpreted consistent with and to preserve tax
qualification of the Plan under Code §401(a) and tax exemption of the Trust
under Code §501(a) and also consistent with ERISA and other Applicable Law. To
the extent permissible under Applicable Law, any provision which a court (or
other entity with binding authority to interpret the Plan) determines to be inconsistent
with such construction and interpretation, is deemed severed and is of no force
or effect, and the remaining Plan terms will remain in full force and effect.

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ARTICLE
VIIITRUSTEE AND CUSTODIAN,
POWERS AND DUTIES

8.01
ACCEPTANCE. By its signature on the Adoption Agreement, the Trustee or
Custodian accepts the Trust created under the Plan and agrees to perform the
obligations the Plan imposes on the Trustee or Custodian.

8.02
INVESTMENT POWERS AND DUTIES.

(A) Discretionary Trustee Powers. If the Employer in its Adoption Agreement
designates the Trustee as a discretionary Trustee, then the Trustee has full
discretion and authority with regard to the investment of the Trust Fund,
except as to a Plan asset: (i) properly under the control or the direction of
an Investment Manager, ancillary trustee or other Plan fiduciary; (ii) subject
to proper Employer or Named Fiduciary direction of investment; or (iii) subject
to proper Participant direction of investment. The Trustee is authorized and
empowered, but not by way of limitation, with the following powers:

(1) General powers. To invest consistent with and subject to Applicable Law any part or all
of the Trust Fund in any common or preferred stocks, open-end or closed-end
mutual funds (including proprietary funds), put and call options traded on a
national exchange, United States retirement plan bonds, corporate bonds,
debentures, convertible debentures, commercial paper, U.S. Treasury bills, U.S.
Treasury notes and other direct or indirect obligations of the United States
Government or its agencies,
improved or unimproved real estate situated in the United States, limited
partnerships, insurance contracts of any type, mortgages, notes or other
property of any kind, real or personal, to buy or sell options on common stock
on a nationally recognized exchange with or without holding the underlying
common stock, to open and to maintain margin accounts, to engage in short
sales, to buy and sell commodities, commodity options and contracts for the
future delivery of commodities, and to make any other investments the Trustee
deems appropriate.

(2) Cash/liquidity. To retain in cash so much of the Trust Fund as it may deem advisable to
satisfy liquidity needs of the Plan and to deposit any cash held in the Trust
Fund in a bank account at reasonable interest or without interest if the Trustee
determines that such deposits are reasonable or necessary to facilitate a Plan
transaction or for other purposes, but consistent with the Trustees duties
under Section 8.02(C).

(3) Trustees common/collective funds. To invest, if the Trustee is a bank or
similar financial institution supervised by the United States or by a state, in
any type of deposit of the Trustee (or of a bank related to the Trustee within
the meaning of Code §414(b)) at a reasonable rate of interest or in a common
trust fund, as described in Code §584, or in a collective investment fund, the
provisions of which govern the investment of such assets and which the Plan
incorporates by this reference, which the Trustee (or its affiliate, as defined
in Code §1504) maintains exclusively for the collective investment of money
contributed by the bank (or the affiliate) in its capacity as Trustee and which
conforms to the rules of the Comptroller of the Currency.

(4) Transact in real/personal property. To manage, sell, contract to sell, grant
options to purchase, convey, exchange, transfer, abandon, improve, repair,
insure, lease for any term even though commencing in the future or extending
beyond the term of the Trust, and otherwise deal with all property, real or
personal, in such manner, for such considerations and on such terms and
conditions as the Trustee decides.

(5) Borrowing. To borrow money, to assume indebtedness, extend mortgages and encumber
by mortgage or pledge.

(6) Claims.
To compromise, contest, arbitrate or abandon claims and demands affecting the
investment of Trust assets, in the Trustees discretion. However, nothing in
this Section 8.02(A)(6) requires a Participant or Beneficiary to arbitrate any
claim under the Plan.

(7) Voting/tender/exercise. To have with respect to the Trust all of the rights of an individual
owner, including the power to exercise any and all voting rights associated
with Trust assets, to give proxies, to participate in any voting trusts,
mergers, consolidations or liquidations, to tender shares and to exercise or
sell stock subscriptions or conversion rights.

(8) Mineral rights. To lease for oil, gas and other mineral purposes and to create mineral
severances by grant or reservation; to pool or unitize interests in oil, gas
and other minerals; and to enter into operating agreements and to execute
division and transfer orders.

(9) Title.
To hold any securities or other property in the name of the Trustee or its
nominee, with depositories or agent depositories or in another form as it may
deem best, with or without disclosing the trust relationship. However, any
securities held in a nominee or street name must be held on behalf of the Plan
by: (a) a bank or trust company that is subject to supervision by the United
States or a State or a nominee of such bank or trust company; (b) a broker or
dealer registered under the Securities Exchange Act of 1934 or a nominee of
such broker or dealer; or (c) a clearing agency as defined in Securities Exchange
Act of 1934, Section 3(a)(23), or its nominee.

(10) Hold pending dispute resolution. To retain any funds or property subject to
any dispute without liability for the payment of interest, and to decline to
make payment or delivery of the funds or property until a court of competent
jurisdiction makes final adjudication.

(11) Litigation. To begin, maintain or defend any litigation necessary in connection
with the administration of the Plan, except the Trustee is not obliged nor required
to do so unless indemnified to its satisfaction.

(12) Agents/reliance. The Trustee may employ and pay from the Trust Fund reasonable
compensation to agents, attorneys, accountants and other persons to advise the
Trustee as in its opinion may be necessary. The Trustee reasonably may delegate
to any agent, attorney, accountant or other person selected by it any
non-Trustee power or duty vested in it by the Plan, and the Trustee may act
reasonably or refrain from acting on the advice or opinion of any agent,
attorney, accountant or other person so selected.

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(13) Employer stock/real property. The Trustee (or as applicable, Investment
Manager, Employer or Participant) may invest in qualifying Employer securities
or in qualifying Employer real property, as defined in and as limited by ERISA.

(a) Profit Sharing Plans/401(k) Plans. If the Employers Plan is a Profit Sharing
Plan or a 401(k) Plan, the aggregate investments in (acquisitions and holdings
of) qualifying Employer securities and in qualifying Employer real property may
comprise up to 100% of the value of Plan assets, unless the Employer in
Appendix B elects to restrict such investments to 10% of the value of Plan
assets determined immediately after the acquisition (or to some other
percentage of value which is less than 100%). Notwithstanding the foregoing,
except where permitted under ERISA §407(b)(2), if the Plan includes a 401(k)
arrangement, a Participants Elective Deferral Account accumulated in Plan
Years beginning after December 31, 1998, including earnings thereon, may not be
invested more than 10% by value in qualifying employer securities and qualifying
employer real property, unless such investments are directed by the Participant
or the Participants Beneficiary.

(b) Voting/distribution. If the Plan invests in qualifying Employer securities, the Plan
Administrator may adopt a uniform and nondiscriminatory policy providing for
the exercise of voting rights, distribution restrictions, repurchase, put, call
or right of first refusal rules, or other rights and restrictions affecting the
qualifying Employer securities. Any such policy may not be contrary to
Applicable Law.

(14) Orphaned plan. If the Trustee in accordance with Applicable Law determines that the
Employer has abandoned the Plan, the Trustee (if qualified to so act) may
appoint itself as a Qualified Termination Administrator (QTA) under Section
11.05(B) for purposes of terminating the Plan and distributing all Plan
Accounts. As a QTA, the Trustee may undertake all acts authorized under
Applicable Law to wind-up the Plan, including causing the Trust to pay from
Trust assets to the QTA and to other service providers a reasonable fee for
services rendered.

(15) Catch-all. To perform any and all other acts which in the Trustees judgment are
necessary or appropriate for the proper and advantageous management, investment
and distribution of the Trust and which are not contrary to Applicable Law.

(B) Nondiscretionary (directed)
Trustee/Custodian Powers. The Employer in its Adoption Agreement may designate the Trustee as a
nondiscretionary Trustee. The Employer in its Adoption Agreement in addition to
designating a discretionary or nondiscretionary Trustee, may appoint a
Custodian to hold all or any portion of the Trust Assets. Except as otherwise
provided herein: (i) a Custodian has all of the same powers and duties as a
nondiscretionary Trustee; (ii) the nondiscretionary Trustee or Custodian has
all of the same powers as a discretionary Trustee in Section 8.02(A) except
that the nondiscretionary Trustee or Custodian only may exercise such powers
pursuant to a proper written direction; and (iii) the nondiscretionary Trustee
or Custodian has all the same duties as a discretionary Trustee under Section
8.02(C). A proper written direction means the written direction of a Plan
fiduciary or of a Participant with authority over the Trust asset which is the
subject of the direction and which is consistent with the Plan terms and
Applicable Law.

(1) Modification of powers/duties. The Employer and the nondiscretionary
Trustee (or the Custodian) in a Nonstandardized Plan or Volume Submitter
Adoption Agreement, on Appendix C may limit the powers or duties of the
Custodian or the nondiscretionary Trustee to any combination of powers under
Section 8.02(A) and to any combination of duties under Section 8.02(C) or otherwise
may amend the Trust as described in Section 8.11.

(2) Limited responsibility. If there is a Custodian or a nondiscretionary Trustee under the Plan,
then the Employer, in adopting this Plan, acknowledges and agrees:

(a) No discretion over Trust assets. The nondiscretionary Trustee or Custodian
does not have any discretion as to the investment or the re-investment of the
Trust Fund and the nondiscretionary Trustee or Custodian is acting solely as a
directed fiduciary as to the assets comprising the Trust Fund.

(b) No review or recommendations. The nondiscretionary Trustee or the
Custodian does not have any duty to review or to make recommendations regarding
investments made pursuant to a proper written direction, except in accordance
with Applicable Law.

(c) No action unless direction. The nondiscretionary Trustee or the
Custodian must retain any investment obtained upon a proper written direction
until receipt of another proper written direction to dispose of such
investment, except as may be contrary to Applicable Law.

(d) No liability for following orders. The nondiscretionary Trustee or the
Custodian is not liable in any manner or for any reason for making, retaining
or disposing of any investment pursuant to any proper written direction.

(e) Indemnity. The Employer will indemnify, defend and hold the nondiscretionary
Trustee or the Custodian harmless from any damages, costs or expenses, including
reasonable attorneys fees, which the nondiscretionary Trustee or the Custodian
may incur as a result of any claim asserted against the nondiscretionary
Trustee, the Custodian or the Trust arising out of the nondiscretionary
Trustees or Custodians full and timely compliance with any proper written
direction.

(3) Limitation of powers of certain Custodians. If a Custodian is a bank which, under its
governing state law, does not possess trust powers, then Sections 8.02(A)(1),
(3) as it relates to common trust funds or collective investment funds,
Sections 8.02(A)(4), (5), (7), and (8), Section 8.09 and Article IX do not
apply and the Custodian only has the power and the authority to exercise the
remaining powers under Section 8.02(A) and to perform the duties under Section
8.02(C).

(4) QTA.
Notwithstanding any other provision of this Section 8.02(B), a nondiscretionary
Trustee or a Custodian, in accordance with Applicable Law, may serve as a QTA
under Section 8.02(A)(14) without regard to receipt of any proper written
direction.

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(5) Trustee references. Except as the Plan or the context otherwise require, Trustee includes
nondiscretionary Trustee and Custodian.

(C) Duties. The Trustee or Custodian has the
following duties:

(1) ERISA.
If ERISA applies to the Plan and to the extent that ERISA so requires, to act:
(a) solely in the interest of Participants and Beneficiaries for the exclusive
purposes of providing benefits under the Plan and defraying the reasonable
expenses of Plan administration; (b) with the care, skill, prudence and
diligence under the circumstances then prevailing as would a prudent person acting
in a like capacity and familiar with such matters; (c) by diversifying Trust
investments so as to minimize the risk of large losses unless not prudent under
the circumstances to do so; and (d) in accordance with the Plan to the extent
that the Plan is consistent with ERISA.

(2) Investment policy. To coordinate its investment policy with Plan financial needs as
communicated to it by the Plan Administrator.

(3) Trust accounting. To furnish to the Employer and to the Plan Administrator an annual (or
more frequently as required by Applicable Law) statement of account showing the
condition of the Trust Fund and all investments, receipts, disbursements and
other transactions effected by the Trustee during the Plan Year covered by the
statement and also stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons, including the Employer and
the Plan Administrator, except as to any act or transaction concerning which
the Employer or the Plan Administrator files with the Trustee written
exceptions or objections within 90 days after the receipt of the accounts or
for which ERISA authorizes a longer period within which to object. The Trustee
also may agree with the Employer or Plan Administrator to provide the
information described in this Section 8.02(C) more frequently than annually.

(4) Trust valuation. If the Trustee is a discretionary Trustee, to value the Trust Fund as
of each Accounting Date to determine the fair market value of each
Participants Account Balance in the Trust. The Trustee also must value the
Trust Fund on such other Valuation Dates as directed in writing by the Plan
Administrator or as the Adoption Agreement or Applicable Law may require. If
the Trustee is a nondiscretionary Trustee (or in the case of Trust assets held
by a Custodian) the Named Fiduciary will value the assets and will provide the
valuation to the Trustee (Custodian) unless the Trustee (Custodian) and the
Named Fiduciary agree that the Trustee (Custodian) will conduct the valuation.
The Trustee (Custodian) may reasonably rely on any valuation the Named
Fiduciary conducts and provides.

(5) Distributions. To credit and distribute the Trust Fund as the Plan Administrator
directs. The Trustee is not obliged to inquire as to whether any payee or
distributee is entitled to any payment or whether the distribution is proper or
within the terms of the Plan, or as to the manner of making any payment or
distribution. The Trustee is accountable only to the Plan Administrator for any
payment or distribution made by it in good faith on the order or direction of
the Plan Administrator. The Trustee must promptly notify the Plan Administrator
of any unclaimed Plan payment or distribution and then dispose of the distribution
in accordance with the Plan Administrators subsequent direction.

(6) Fees/expenses. To pay from the Trust Fund all reasonable Plan fees and expenses, and
to allocate the fees and expenses to Plan Accounts, both as the Plan Administrator
directs under Section 7.04(C)(2). Any fee or expense that the Employer pays,
directly or indirectly, is not an Employer contribution to the Plan, provided
the fee or the expense relates to the ordinary and necessary administration of
the Trust Fund.

(7) Loans.
To make loans to a Participant or to a Beneficiary in accordance with the Plan
Administrators direction under Section 7.06.

(8) Records/statements. To keep the Trustees Plan records open to the inspection of the Plan
Administrator and the Employer at all reasonable times and to permit the review
or audit of such records from time to time by any person or persons as the
Employer or Plan Administrator may specify in writing. The Trustee must furnish
the Plan Administrator with whatever information relating to the Trust Fund the
Plan Administrator considers necessary to perform its duties as Plan
Administrator.

(9) Tax returns. To file all information and tax returns required of the Trustee under
Applicable Law.

(10) Incapacity. To follow the direction of the Plan Administrator with regard to
distributions in the latters determination of any Participant or Beneficiary
incapacity under Section 7.05(F). The Trustee also will provide any reasonable
information and take any reasonable action that the Plan Administrator requests
relating to a determination of incapacity or otherwise pertaining to the
administration of the Account of any incapacitated person.

(11) Bond.
The Trustee must provide a bond for the faithful performance of its duties
under the Trust to the extent required by Applicable Law.

(D) Limitations Applicable to all Trustees.

(1) Receipt of contributions. The Trustee is accountable to the Employer
for the Plan contributions made by the Employer, but the Trustee does not have
any duty to ensure that the contributions received comply with the provisions
of the Plan. Except as may be required by Applicable Law, the Trustee is not
obliged to collect any contributions from the Employer, nor is the Trustee
obliged to ensure that funds deposited with it are deposited according to the
provisions of the Plan.

(2) Co-fiduciary liability. Each fiduciary under the Plan is responsible solely for his/her or its
own acts or omissions. A fiduciary does not have any liability for another
fiduciarys breach of fiduciary responsibility with respect to the Plan and the
Trust unless the fiduciary: (a) participates knowingly in or undertakes to
conceal the breach; (b) has actual knowledge of the breach and fails to take
reasonable remedial action to remedy the breach; or (c) through negligence in
performing his/her or its own specific fiduciary responsibilities that give
rise to fiduciary status, the fiduciary has enabled the other fiduciary to commit
a breach of the latters fiduciary responsibility.

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(3) Limitation of Trustee liability.

(a) Apportionment of duties. The Named Fiduciary, the Trustee(s) and any
properly appointed Investment Manager may execute a written agreement as a part
of this Plan delineating the duties, responsibilities and liabilities of the
Investment Manager or Trustee(s) with respect to any part of the Trust Fund
under the control of the Investment Manager or the Trustee(s).

(b) If Investment Manager. The Trustee is not liable for the acts or omissions of any Investment
Manager the Named Fiduciary may appoint, nor is the Trustee under any
obligation to invest or otherwise to manage any asset of the Trust Fund which
is subject to the management of a properly appointed Investment Manager.

(c) If other appointed fiduciaries. The Trustee is not liable for the acts or
omissions of any ancillary trustee or independent fiduciary properly appointed
under Section 8.07. However, if a discretionary Trustee, pursuant to the
delegation described in Section 8.07, appoints an ancillary trustee, the
discretionary Trustee is responsible for the periodic review of the ancillary
trustees actions and must exercise its delegated authority in accordance with
the terms of the Plan and in a manner consistent with ERISA.

(d) Indemnity. The Employer and any Trustee may execute a written agreement as a part
of this Plan and which is not contrary to Applicable Law, delineating any
indemnification agreement among the parties.

(E) Multiple Trustees.

(1) Majority decisions. If more than two persons act as Trustee, a decision of the majority of
such persons controls with respect to any decision regarding the administration
or the investment of the Trust Fund or of any portion of the Trust Fund with
respect to which such persons act as Trustee. If there is more than one
Trustee, the Trustees jointly will manage and control the assets of the Trust
Fund (or those Trust assets as to which they act as Trustee).

(2) Allocation. Multiple Trustees may allocate among themselves specific
responsibilities or obligations or may authorize one or more of them, either
individually or in concert, to exercise any or all of the powers granted to the
Trustee, or to perform any or all of the duties assigned to the Trustee under
Article VIII.

(3) Signature. The signature of only one Trustee is necessary to effect any
transaction on behalf of the Trust (or as to those Trust assets as to which the
signatory acts as Trustee).

8.03 NAMED FIDUCIARY.

(A) Definition of Named Fiduciary. See Section 1.36.

(B) Duty of Named Fiduciary. The Named Fiduciary under the Plan has the
sole responsibility to control and to manage the operation and administration
of the Plan. If the Named Fiduciary is also the Trustee, the Named Fiduciary is
solely responsible for the management and the control of the Trust Fund, except
Trust assets properly: (1) under the control or the direction of an Investment Manager, ancillary trustee or other Plan
fiduciary; or (2) subject to Employer or Participant direction of investment.

(C) Appointment of Investment Manager. The Named Fiduciary may appoint an
Investment Manager.

8.04
DISTRIBUTION OF CASH OR PROPERTY. The Trustee will make Plan
distributions in the form of cash except where: (1) the required form of
distribution is a QJSA or QPSA which has not been waived; (2) the Plan is a
Restated Plan and under the prior Plan, distribution in the form of property
(in-kind distribution) is a Protected Benefit which the Employer has not
eliminated by a Plan amendment under Section 11.02(C); (3) the Plan
Administrator adopts a written policy which provides for in-kind distribution;
or (4) the Employer is terminating the Plan, and in the reasonable judgment of
the Trustee, some or all Plan assets, within a reasonable time for making final
distribution of Plan assets, may not be liquidated to cash or may not be so
liquidated without undue loss in value. The Plan Administrators policy under
clause (3) may restrict in-kind distributions to certain types of Trust
investments or specify any other reasonable and nondiscriminatory condition or
restriction applicable to in-kind distributions. Under clause (4), the Trustee
will make Plan termination distributions to Participants and Beneficiaries in
cash, in-kind or in a combination of these forms, in a reasonable and
nondiscriminatory manner which may take into account the preferences of the
distributees. All in-kind distributions will be made based on the current fair
market value of the property, as determined by the Trustee, Custodian or Named Fiduciary.

8.05
TRUSTEE/CUSTODIAN FEES AND EXPENSES. A Trustee or a Custodian will
receive reasonable compensation and reimbursement for reasonable Trust expenses
actually incurred as Trustee or Custodian, as may be agreed upon from time to
time by the Employer and the Trustee or the Custodian. No person who is
receiving full pay from the Employer may receive compensation (except for
reimbursement of Plan expenses) for services as Trustee or as Custodian. As the
Plan Administrator directs following direction from the Employer under Section
7.04(C), such fees and expenses will be paid by the Employer, or the Trustee or
Custodian will charge the Trust for the fees or expenses. If, within a
reasonable time after a Plan related fee or expense is incurred (or if within
the time specified in any agreement between the Plan and the Trustee regarding
payment of a fee or expense) the Plan Administrator does not communicate the
Employers decision regarding payment or if the Employer does not pay the fee
or expense, the Trustee or Custodian may charge the Trust for such reasonable
fees and expenses as are not settlor expenses.

8.06
THIRD PARTY RELIANCE. A person dealing with the Trustee is not obligated
to see to the proper application of any money paid or property delivered to the
Trustee, or to inquire whether the Trustee has acted pursuant to any of the
terms of the Plan. Each person dealing with the Trustee may act upon any
notice, request or representation in writing by the Trustee, or by the Trustees
duly authorized agent, and is not liable to any person in so acting. The
certificate of the Trustee that it is acting in accordance with the Plan is
conclusive in favor of any person relying on the certificate.

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8.07
APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY.

(A) Appointment. The Employer, in writing, may appoint any
qualified person in any state to act as ancillary trustee with respect to a
designated portion of the Trust Fund, subject to any consent required under
Section 1.65. An ancillary trustee must acknowledge in a writing separate from
the Employers Adoption Agreement its acceptance of the terms and conditions of
its appointment as ancillary trustee and its fiduciary status under ERISA.

(B) Powers. The ancillary trustee has the rights,
powers, duties and discretion as the Employer may delegate, subject to any
limitations or directions specified in the agreement appointing the ancillary
trustee and to the terms of the Plan or of ERISA. The Employer may delegate its
responsibilities under this Section 8.07 to a discretionary Trustee under the
Plan (subject to the acceptance by such discretionary Trustee of that delegation),
but the Employer may not delegate its responsibilities to a nondiscretionary
Trustee or to a Custodian. The investment powers delegated to the ancillary
trustee may include any investment powers available under Section 8.02. The
delegated investment powers may include the right to invest any portion of the
assets of the Trust Fund in a common trust fund, as described in Code §584, or
in any collective investment fund, the provisions of which govern the
investment of such assets and which the Plan incorporates by this reference,
but only if the ancillary trustee is a bank or similar financial institution
supervised by the United States or by a state and the ancillary trustee (or its
affiliate, as defined in Code §1504) maintains the common trust fund or
collective investment fund exclusively for the collective investment of money
contributed by the ancillary trustee (or its affiliate) in a trustee capacity
and which conforms to the rules of the Comptroller of the Currency. The
Employer also may appoint as an ancillary trustee, the trustee of any group
trust fund designated for investment pursuant to the provisions of Section
8.09.

(C) Resignation/Removal. The ancillary trustee may resign its
position and the Employer may remove an ancillary trustee as provided in
Section 8.08 regarding resignation and removal of the Trustee or Custodian. In
the event of such resignation or removal, the Employer may appoint another
ancillary trustee or may return the assets to the control and management of the
Trustee.

(D) Independent Fiduciary. If the DOL requires engagement of an
independent fiduciary to have control or management of all or a portion of the
Trust Fund, the Employer will appoint such independent fiduciary, as directed
by the DOL. The independent fiduciary will have the duties, responsibilities
and powers prescribed by the DOL and will exercise those duties,
responsibilities and powers in accordance with the terms, restrictions and
conditions established by the DOL and, to the extent not inconsistent with ERISA,
the terms of the Plan. The independent fiduciary must accept its appointment in
writing and must acknowledge its status as a fiduciary of the Plan.

8.08
RESIGNATION AND REMOVAL.

(A) Resignation. The Trustee or the Custodian may resign its
position by giving written notice to the Employer and to the Plan
Administrator. The Trustees notice must specify the effective date of the
Trustees resignation, which date must be at least 30 days following the date
of the Trustees notice, unless the Employer consents in writing to shorter
notice.

(B) Removal. The Employer may remove a Trustee or a
Custodian by giving written notice to the affected party. The Employers notice
must specify the effective date of removal which date must be at least 30 days following
the date of the Employers notice, except where the Employer reasonably
determines a shorter notice period or immediate removal is necessary to protect
Plan assets.

(C) Successor Appointment. In the event of the resignation or the
removal of a Trustee, where no other Trustee continues to serve, the Employer
must appoint a successor Trustee if it intends to continue the Plan. If two or
more persons hold the position of Trustee, in the event of the removal of one
such person, during any period the selection of a replacement is pending, or
during any period such person is unable to serve for any reason, the remaining
person or persons will act as the Trustee.

(1) Default Successor Trustee. If the Employer fails to appoint a
successor Trustee as of the effective date of the Trustee resignation or
removal and no other Trustee remains, the Trustee will treat the Employer as
having appointed itself as Trustee and as having filed the Employers
acceptance of appointment as successor Trustee with the former Trustee. If
state law prohibits the Employer from serving as successor Trustee, the
appointed successor Trustee is the president of a corporate Employer, the
managing partner of a partnership Employer, the managing member of a limited
liability company Employer, the sole proprietor of a proprietorship Employer,
or in the case of any other entity type, such other person with title and
responsibilities similar to the foregoing.

(2) Default Successor Custodian. If the Employer removes and does not
replace a Custodian, the Trustee will assume possession of Plan assets held by
the former Custodian.

(D) Acceptance. Each successor Trustee succeeds its
predecessor Trustee by accepting in writing its appointment as successor
Trustee and by filing the acceptance with the former Trustee and the Plan
Administrator without the signing or filing of any further statement.

(E) Outgoing Trustee. The resigning or removed Trustee, upon
receipt of acceptance in writing of the Trust by the successor Trustee, must
execute all documents and must perform all acts necessary to vest the title to
Plan assets of record in any successor Trustee. In addition, to the extent
reasonably necessary for the ongoing administration of the Plan, at the request
of the Plan Administrator and the successor Trustee, the resigning or removed
Trustee must transfer records, provide information and otherwise cooperate in
effecting the change of Trustees.

(F) Successor Powers. Each successor Trustee has and enjoys all
of the powers, both discretionary and ministerial, conferred under the Plan
upon its predecessor.

(G) No Liability for Predecessor. A successor Trustee is not personally
liable for any act or failure to act of any predecessor Trustee, except as
required under ERISA. With the approval of the Employer and the Plan
Administrator, a successor Trustee, with respect to the Plan, may accept the

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account rendered and the property delivered
to it by a predecessor Trustee without liability.

8.09
INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this Plan,
specifically authorizes the Trustee to invest all or any portion of the assets
comprising the Trust Fund in any group trust fund which at the time of the
investment provides for the pooling of the assets of plans qualified under Code
§401(a), including a group trust fund that also permits the pooling of
qualified plan assets with assets of an individual retirement account that is
exempt from taxation under Code §408(e) or assets of an eligible governmental
plan under Code §457(b) that is exempt from taxation under Code §457(g). This
authorization applies solely to a group trust fund exempt from taxation under
Code §501(a) and the trust agreement of which satisfies the requirements of
Revenue Ruling 81-100 (as modified and clarified by Revenue Ruling 2004-67), or
any successor thereto. The provisions of the group trust fund agreement, as
amended from time to time, are by this reference incorporated within this Plan
and Trust. The provisions of the group trust fund will govern any investment of
Plan assets in that fund. To comply with Code §4975(d)(8) as to any group trust
fund maintained by a disqualified person, including the Trustee, the following
provisions apply: (A) a discretionary Trustee or a nondiscretionary Trustee may
invest in any such fund at the direction of the Named Fiduciary who is
independent of the Trustee and the Trustees affiliates; (B) a discretionary
Trustee or a nondiscretionary Trustee (the latter as directed) may invest in
any such fund which the Employer specifies in Appendix C; and (C)
notwithstanding (A) and (B) a discretionary Trustee may invest in its own funds
as described in Section 8.02(A)(3).

8.10
COMBINING TRUSTS OF EMPLOYERS PLANS. At the Employers direction, the
Trustee, for collective investment purposes, may combine into one trust fund
the Trust created
under this Plan with the trust created under any other qualified retirement
plan the Employer maintains. However, the Trustee must maintain separate
records of account for the assets of each Trust in order to reflect properly
each Participants Account Balance under the qualified plans in which he/she is
a participant.

8.11
AMENDMENT/SUBSTITUTION OF TRUST.

(A) Amendment/Standardized Plan. The Employer in its Standardized Plan may
not amend any provision of Article VIII (or any other provision of the Plan
related to the Trust) except the Employer in Appendix C (or in its Adoption
Agreement as applicable) may specify the Trust year, the names of the Plan, the
Employer, the Trustee, the Custodian, the Plan Administrator, other fiduciaries
or the name of any pooled trust in which the Trust will participate.

(B) Amendment/Nonstandardized or Volume
Submitter Plan. The
Employer in its Nonstandardized or Volume Submitter Plan, in Appendix C (or in
its Adoption Agreement as applicable): (1) may amend the Plan or Trust as
described in Section 8.11(A); or (2) may amend or override the administrative
provisions of Article VIII (or any other provision of the Plan related to the
Trust), including provisions relating to Trust investment and Trustee powers or
duties.

(1) Limitation. Any Trust amendment under clause (2) of Section 8.11(B): (a) must not
conflict with any other provisions of the Plan (except as expressly are
intended to override an existing Trust provision); (b) must not cause the Plan
to violate Code §401(a); and (c) must be made in accordance with Rev. Proc.
2005-16 or any successor thereto.

(C) Substitution of Approved Trust. The Employer subject to the conditions
under Section 8.11(B)(1), may elect to substitute in place of Article VIII and
the remaining trust provisions of the basic plan document, any other trust or
custodial account agreement that the IRS has approved for use with this Plan.
If the Employer elects to substitute an approved trust, the Trustee will not
execute the Adoption Agreement but will instead execute the substituted trust.
The Trustee of the substituted trust agrees to be bound by all remaining Plan
terms, other than those terms which the substituted trust governs.

(D) Formalities. All Section 8.11 Trust amendments or
substitutions are subject to Section 11.02 and require the written consent or
signature of the Trustee.

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ARTICLE IXPROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

9.01
INSURANCE BENEFIT.

(A) General. The Employer may elect to provide
incidental life insurance benefits for Insurable Participants who consent to
life insurance benefits by executing the appropriate insurance company
application form. The Trustee will not purchase any incidental life insurance
benefit for any Participant prior to a contribution allocation to the
Participants Account. At an insured Participants written direction, the
Trustee will use all or any portion of the Participants Employee
Contributions, if any, to pay insurance premiums covering the Participants
life.

(B) Insurance on Others. Unless the Plan is a Money Purchase Pension
Plan, the Trustee may purchase life insurance for the benefit of the
Participant on the life of a family member of the Participant.

(C) Amount and Type of Coverage. The Employer will direct the Trustee as to
the insurance company and insurance agent through which the Trustee is to
purchase the Contracts, the amount of the coverage and the applicable Dividend
plan.

(D) Ownership. Each application for a Contract, and the
Contracts themselves, must designate the Trustee as sole owner, with the right
reserved to the Trustee to exercise any right or option contained in the
Contracts, subject to the terms and provisions of this Plan. The Trustee must
be the Contract named beneficiary for the Account of the insured Participant.
The Trustee will hold all Contracts issued under the Plan as Trust assets.

(E) Distribution. Proceeds of Contracts paid to the
Participants Account under this Article IX are subject to the distribution
requirements of Article VI. The Trustee will not retain any such proceeds for
the benefit of the Trust.

(F) Premiums/Directed Investment. The Trustee will charge the premiums on any
Contract covering the life of a Participant against the Account of that
Participant and will treat the Contract as a directed investment of the
Participants Account, even if the Plan otherwise does not permit a Participant
to direct the investment of his/her own Account.

(G) Uniformity. The Trustee must arrange, where possible,
for all Contracts issued on the lives of Participants under the Plan to have
the same premium due date and all ordinary life insurance Contracts to contain
guaranteed cash values with as uniform basic options as are possible to obtain.

(H) Custodians. The provisions of this Article IX are not
applicable, and the Plan may not invest in Contracts, if a Custodian signatory
to the Adoption Agreement is a bank which does not have trust powers from its
governing state banking authority.

9.02
LIMITATIONS ON COVERAGE.

(A) Incidental Insurance Benefits. The aggregate of life insurance premiums
paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer Contributions (including
Elective Deferrals and forfeitures) allocated to any Participants Account: (1)
49% in the case of the purchase of ordinary life insurance Contracts; or (2)
25% in the case of the purchase of term life insurance or universal life
insurance Contracts. If the Trustee purchases a combination of ordinary life
insurance Contract(s) and term life insurance or universal life insurance
Contract(s), then the sum of one-half of the premiums paid for the ordinary
life insurance Contract(s) and the premiums paid for the term life insurance or
universal life insurance Contract(s) may not exceed 25% of the Employer
Contributions allocated to any Participants Account.

(B) Exception for Certain Profit Sharing
Plans. If the
Plan is a Profit Sharing Plan or a 401(k) Plan, the incidental insurance
benefits requirement of Section 9.02(A) does not apply to the Plan if the Plan
purchases life insurance benefits only from Employer Contributions accumulated
in the Participants Account for at least two years, measured from the
allocation date.

(C) Exception for Other Amounts. The incidental insurance benefit
requirement of Section 9.02(A) does not apply to Contracts purchased: (1) with
Employee Contributions; (2) with Rollover Contributions; or (3) with Earnings
on Employer Contributions.

9.03
DISPOSITION OF LIFE INSURANCE PROTECTION.

(A) Timing. The Trustee will not continue any life
insurance protection beyond the later of the Participants: (1) Annuity
Starting Date under Section 6.01(A)(2)(h), or (2) Separation from Service. The
Trustee, at the direction of the Plan Administrator, will make any transfer of
Contract(s) as soon as administratively practicable after the date specified
under this Section 9.03(A).

(B) Method. The Trustee may not transfer any Contract
under this Section 9.03 which contains a method of payment not specifically
authorized by Article VI or which fails to comply with the QJSA requirements,
if applicable, of Section 6.04. In this regard, the Trustee either must convert
such a Contract to cash and distribute the cash instead of the Contract, or
before making the transfer, must require the Issuing Company to delete the
unauthorized method of payment option from the Contract.

9.04
DIVIDENDS. Dividends are applied to the Participants Account on whose
life the Issuing Company has issued the Contract. Dividends are applied to
premium reduction unless the Plan Administrator directs the Trustee to purchase
insurance benefits or additional insurance benefits for the Participant.

9.05
LIMITATIONS ON INSURANCE
COMPANY DUTIES.

(A) Not a Party to Plan. An insurance company, solely in its
capacity as an Issuing Company: (1) is not a party to the Plan; and (2) is not
responsible for the Plans validity.

(B) No Responsibility for Others. Except as required by Applicable Law, an
Issuing Company has no responsibility or obligation under the Plan to
Participants or Beneficiaries for

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any act required of the Employer, the Plan
Administrator, the Trustee, the Custodian or any other service provider to the
Plan (unless the Issuing Company also serves in such capacities).

(C) Plan Terms. No insurance company, solely in its
capacity as an Issuing Company, need examine the terms of this Plan.

(D) Reliance/Discharge. For the purpose of making application to an
Issuing Company and in the exercise of any right or option contained in any
Contract, the Issuing Company may rely upon the signature of the Trustee and is
held harmless and completely discharged in acting at the direction and
authorization of the Trustee. An Issuing Company is discharged from all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee, and is not obliged to see to the distribution or
further application of any amounts the Issuing Company so pays.

9.06
RECORDS/INFORMATION. An Issuing Company must keep such records and
supply to the Plan Administrator or Trustee such information regarding its
Contracts as may be reasonably necessary for the proper administration of the
Plan.

9.07
CONFLICT WITH PLAN. In the event of any conflict between the provisions
of this Plan and the terms of any Contract issued in accordance with this
Article IX, the provisions of the Plan control.

9.08
APPENDIX B OVERRIDE. The Employer in Appendix B may amend the provisions
of this Article IX in any manner except as would be inconsistent with any other
Plan provision or with Applicable Law.

9.09
DEFINITIONS. For purposes of this Article IX:

(A) Contract(s). Contract or Contracts means an ordinary
life, term life or universal life insurance contract issued by an Issuing
Company on the life of a Participant or other person as authorized under this
Article IX.

(B) Dividends. Dividends means Contract dividends, refunds
of premiums and other credits.

(C) Insurable Participant. Insurable Participant means a Participant
to whom an insurance company, upon an application being submitted in accordance
with the Plan, will issue insurance coverage, either as a standard risk or as a
risk in an extra mortality classification.

(D) Issuing Company. Issuing Company is any life insurance
company which has issued a policy upon application by the Trustee under the
terms of this Plan.

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ARTICLE
X TOP-HEAVY PROVISIONS

10.01
DETERMINATION OF TOP-HEAVY STATUS.

(A) Only Employer
Plan.  If this Plan is the only qualified plan
maintained by the Employer, the Plan is top-heavy for a Plan Year if the
Top-Heavy Ratio as of the Determination Date exceeds 60%.

(B) If Other Plans.
If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan now terminated, this
Plan is top-heavy only if it is part of the Required Aggregation Group, and the
Top-Heavy Ratio for the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%.

(1) Count
all aggregated plans.  The Plan Administrator will calculate the
Top-Heavy Ratio in the same manner as required by Section 10.06(K) taking into
account all plans within the Aggregation Group. The Plan Administrator will
calculate the Top-Heavy Ratio with reference to the Determination Dates that
fall within the same calendar year. If an aggregated plan does not have a
Valuation Date coinciding with the Determination Date, the Plan Administrator
must value the Account Balance in the aggregated plan as of the most recent
Valuation Date falling within the twelve-month period ending on the
Determination Date, except as Code §416 and applicable Treasury regulations
require for the first and for the second plan year of a Defined Benefit Plan.

(2)
Terminated plans.  To the extent the Plan Administrator must take
into account distributions to a Participant, the Plan Administrator must
include distributions from a terminated plan which would have been part of the Required
Aggregation Group if it were in existence on the Determination Date.

(3) Defined
Benefit Plans/SEPs. The Plan Administrator will calculate the
present value of accrued benefits under Defined Benefit Plans or the account
balances under simplified employee pension plans included within the
Aggregation Group in accordance with the terms of those plans and Code §416 and
the applicable Treasury regulations.

(C) Defined Benefit
Plans.

(1) Use of
uniform accrual.  If a Participant in a Defined Benefit Plan is a
Non-Key Employee, the Plan Administrator will determine his/her accrued benefit
under the accrual method, if any, which is applicable uniformly to all Defined
Benefit Plans maintained by the Employer or, if there is no uniform method, in
accordance with the slowest accrual rate permitted under the fractional rule
accrual method described in Code §411(b)(1)(C).

(2)
Actuarial assumptions.  If the Employer maintains a Defined Benefit
Plan, the Plan Administrator will use the actuarial assumptions (interest and
mortality only) stated in that plan to calculate the present value of benefits
from the Defined Benefit Plan.

(D) Application of
Top-Heavy Rules.  The top-heavy provisions of the Plan
apply only for Plan Years in which Code §416 requires application of the
top-heavy rules. If applicable, the provisions of this Article X supersede any
conflicting Plan or Adoption Agreement provisions, except as the context may
otherwise require.

10.02
TOP-HEAVY MINIMUM ALLOCATION. The Top-Heavy Minimum Allocation
requirement applies to the Plan only in a Plan Year for which the Plan is
top-heavy.

(A) Allocation to
Non-Keys.  If the Plan is top-heavy in any Plan Year
each Non-Key Employee who is a Participant (as described in Section 10.06(H))
and employed by the Employer on the last day of the Plan Year will receive a
Top-Heavy Minimum Allocation for that Plan Year.

(B) Additional
Contribution/Allocation as Required.  The Plan
Administrator first will allocate the Employer Contributions (and Participant
forfeitures, if any) for the Plan Year in accordance with the provisions of its
Adoption Agreement. The Employer then will contribute an additional amount for
the Account of any Participant entitled under Section 10.02(A) to a Top-Heavy
Minimum Allocation and whose contribution rate for the Plan Year is less than
the Top-Heavy Minimum Allocation. The additional amount is the amount necessary
to increase the Participants allocation rate to the Top-Heavy Minimum
Allocation. The Plan Administrator will allocate the additional contribution to
the Account of the Participant on whose behalf the Employer makes the
contribution.

(C) No Plan
Allocations.  If, for a Plan Year, there are no
allocations of Employer Contributions or of forfeitures for any Key Employee,
the Plan does not require any Top-Heavy Minimum Allocation for the Plan Year,
unless a Top-Heavy Minimum Allocation applies because of the maintenance by the
Employer of more than one plan.

10.03 PLAN WHICH WILL SATISFY TOP-HEAVY.
If the Plan is top-heavy, the Plan Administrator will determine if the Plan
satisfies the Top-Heavy Minimum Allocation requirement under this Section 10.03.

(A) Aggregation of
Plans to Satisfy.  The Plan Administrator will
aggregate all qualified plans the Employer maintains to determine if the Plan
satisfies the Top-Heavy Minimum Allocation requirement.

(B) More Than One
Defined Contribution Plan.  If the Employer maintains
more than one Defined Contribution Plan in which a Non-Key Employee
participates and the Non-Key Employee receives less than the Top-Heavy Minimum
Allocation for a Plan Year in which the Plan is top-heavy, the Plan
Administrator operationally will determine to which plan the Employer will make
the necessary additional contribution. If the Plan Administrator elects for the
Employer to make the additional contribution to this Plan, the Plan
Administrator will allocate the contribution in accordance with Section
10.02(B). If the Plan Administrator elects for the Employer to make the
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contribution
to another plan, the Plan Administrator must determine that the additional
contribution is sufficient to satisfy the Top-Heavy Minimum Allocation.

(C) Defined Benefit
Plan(s).  If the Employer maintains one or more Defined
Benefit Plans in addition to this Plan and a Non-Key Employee participates in
both types of plans, the Plan Administrator operationally will determine if the
Employer will make the necessary additional contribution to the Plan to satisfy
the top-heavy Minimum Allocation Rate or if the Employer will provide a
required top-heavy minimum benefit in the Defined Benefit Plan. If the Plan
Administrator elects for the Employer to make the additional contribution to
this Plan, the Top-Heavy Minimum Allocation is 5%, irrespective of the Highest
Contribution Rate, and the Plan Administrator will allocate the contribution in
accordance with Section 10.02(B). If the Plan Administrator elects for the
Employer to satisfy the top-heavy minimum benefit in a Defined Benefit Plan,
the Plan Administrator must determine that such top-heavy minimum benefit is
sufficient to satisfy the top-heavy requirements in the Plan.

10.04 TOP-HEAVY VESTING.
If the Employer in its Adoption Agreement does not elect immediate vesting, the
Employer must elect a top-heavy (or modified top-heavy) vesting schedule. The
specified top-heavy vesting schedule applies to all Accounts and Contribution
Types not already subject to greater vesting and applies to the Plans first
top-heavy Plan Year and to all subsequent Plan Years, except as the Employer in
its Adoption Agreement otherwise elects. If the Employer elects in its Adoption
Agreement to apply the specified top-heavy vesting schedule only in Plan Years
in which the Plan is top-heavy, any change in the Plans vesting schedule
resulting from this election is subject to Section 5.08, relating to vesting
schedule amendments. As such, a Participants vested percentage may not
decrease as a result of a change in the Plans top-heavy status in a subsequent
Plan Year. When applicable, the relevant top-heavy vesting schedule applies to
a Participants entire Account Balance except as to those amounts which are
already 100% Vested, and applies to such amounts accrued before the Plan became
top-heavy.

10.05 SAFE HARBOR/SIMPLE PLAN EXEMPTION.

(A) Safe Harbor
401(k) Plan.  If in any Plan Year: (1) the Plan
Administrator allocates only Safe Harbor Contributions, Additional Matching
Contributions and Elective Deferrals to the Plan; and (2) there are no
forfeitures to allocate for the Plan Year or the Plan Administrator allocates
forfeitures in the manner Section 3.07(A)(4) describes, the Plan will not be
subject to the top-heavy requirements of this Article X for that Plan Year. In
accordance with Section 3.07(A)(4), the Employer in its Adoption Agreement may
elect to apply forfeitures in such a manner so as to preserve the top-heavy
exemption under this Section 10.05(A). This Section 10.05(A) does not apply if
the Employer in its Adoption Agreement elects eligibility for Elective
Deferrals which is earlier than the one Year of Service and age 21 eligibility
requirements the Employer elects to apply for the Safe Harbor Contributions,
using the OEE rule under Section 4.06(C).

(B) SIMPLE 401(k)
Plan. A
SIMPLE 401(k) Plan under Section 3.10 is not subject to the provisions of this
Article X.

10.06 DEFINITIONS. For
purposes of applying the top-heavy provisions of the Plan:

(A) Compensation.
Compensation means Compensation as determined under Section 4.05(C) for Code
§415 purposes and includes Compensation for the entire Plan Year.

(B) Determination
Date.  Determination Date means for any Plan Year, the
Accounting Date of the preceding Plan Year or, in the case of the first Plan
Year of the Plan, the Accounting Date of the first Plan Year.

(C) Determination
(look-back) Period.  Determination Period means the 1‐year
period ending on the Determination Date. In the case of distributions made for
a reason other than Severance from Employment, death or Disability, the
determination period means the 5-year period ending on the Determination Date.

(D) Employer.
Employer means the Employer that adopts this Plan and any Related Employer.

(E) Highest
Contribution Rate.  Highest Contribution Rate means for any Key Employee, all
Employer Contributions (including Elective Deferrals, but not including
Employer contributions to Social Security and not including Catch-Up Deferrals)
and forfeitures allocated to the Participants Account for the Plan Year,
divided by his/her Compensation for the entire Plan Year. To determine a Key
Employees contribution rate, the Plan Administrator must treat all qualified
top‐heavy Defined Contribution Plans maintained by the Employer (or by
any Related Employer) as a single plan.

(F) Key Employee.
Key Employee means, as of any Determination Date, any Employee or former
Employee (including a deceased former Employee) who, at any time during the
Determination Period: (i) has annual Compensation exceeding $130,000 (as
adjusted under Code §416(i)(1)(A)) and is an officer of the Employer; (ii) is a
more than 5% owner of the Employer; or (iii) is a more than 1% owner of the
Employer and has annual Compensation exceeding $150,000.

(1) Attribution.
The constructive ownership rules of Code §318 as modified by Code
§416(i)(1)(B)(i) (or the principles of that Code section, in the case of an
unincorporated Employer) will apply to determine ownership in the Employer.

(2) Maximum
Officers.  The number of officers taken into account under Section
10.06(F) clause (i) will not exceed the greater of 3 or 10% of the total number
(after application of the Code §414(q) exclusions) of Employees, and in no
event will exceed 50 officers.

(3)
Applicable Law. The Plan Administrator will make the determination
of who is a Key Employee in accordance with Code §416(i)(1), the applicable
Treasury regulations and other Applicable Law.

(G) Non-Key Employee.
Non-Key Employee means an Employee who is not a Key Employee.

(H) Participant.
Participant means any Employee otherwise eligible to participate in the Plan,
even if the Participant

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would not be
entitled to other Plan allocations or would receive a lesser allocation under
the Plan terms.

(I) Permissive
Aggregation Group.  Permissive Aggregation Group means
the Required Aggregation Group plus any other qualified plans maintained by the
Employer, but only if such group would satisfy in the aggregate the
nondiscrimination requirements of Code §401(a)(4) and the coverage requirements
of Code §410. The Plan Administrator will determine the Permissive Aggregation
Group.

(J) Required
Aggregation Group.  Required Aggregation Group means:
(1) each qualified plan of the Employer in which at least one Key Employee
participates or participated at any time during the Determination Period
(including terminated plans); and (2) any other qualified plan of the Employer
which enables a plan described in clause (1) to meet the requirements of Code
§401(a)(4) or of Code §410.

(K) Top-Heavy Ratio.
Top‐Heavy Ratio means a fraction, the numerator of which is the sum of
the Account Balances of all Key Employees as of the Determination Date and the
denominator of which is the sum of the Account Balances for all Employees as of
the Determination Date. The Plan Administrator will include Catch-Up Deferrals
and will disregard DECs in determining the Top-Heavy Ratio.

(1) Amounts
included.  The Plan Administrator must include in the Top-Heavy
Ratio, as part of the Account Balances, any contribution not made as of the
Determination Date but includible under Code §416 and the applicable Treasury
regulations, and distributions made within the Determination Period.

(2) Former
Key Employees.  The Plan Administrator must calculate the Top-Heavy
Ratio by disregarding the Account Balance (and distributions, if any, of the
Account Balance) of any Non-Key Employee who was formerly a Key Employee.

(3) No
Service during 1‐year look-back. The Plan Administrator must
calculate the Top‐Heavy Ratio by disregarding the Account Balance
(including distributions, if any, of the Account Balance) of an individual who
has not received credit for at least one Hour of Service with the Employer
during the Determination Period, which for purposes of this Section
10.06(K)(3), means the 1-year period described in Section 10.06(C).

(4)
Distributions, Rollover Contributions and Transfers.  The Plan
Administrator must calculate the Top‐Heavy Ratio, including the extent to
which it must take into account distributions, Rollover Contributions and
Transfers, in accordance with Code §416 and the applicable Treasury regulations.

(L) Top-Heavy Minimum
Allocation.  Top‐Heavy Minimum Allocation means
an allocation equal to the lesser of 3% of the Non‐Key Employees
Compensation for the Plan Year or the highest contribution rate for the Plan
Year made on behalf of any Key Employee multiplied by the Non-Key Employees
Plan Year Compensation. For purposes of satisfying the Employers Top-Heavy
Minimum Allocation requirement, the Plan Administrator disregards the Elective
Deferrals allocated to a Non-Key Employees Account in determining the Non-Key
Employees allocation rate. To determine a Non-Key Employees allocation rate,
the Plan Administrator must treat all qualified top‐heavy Defined
Contribution Plans maintained by the Employer (or by any Related Employer) as a
single plan. If a Defined Benefit Plan maintained by the Employer which
benefits a Key Employee depends on this Plan to satisfy the nondiscrimination
rules of Code §401(a)(4) or the coverage rules of Code §410 (or another plan
benefiting the Key Employee so depends on such Defined Benefit Plan), the top‐heavy
minimum allocation is 3% of the Non‐Key Employees Compensation
regardless of the contribution rate for the Key Employees.

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ARTICLE
XI EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION

11.01 EXCLUSIVE BENEFIT.

(A) No
Reversion/Diversion.  Except as provided under Section
3.01(H), the Employer does not have any beneficial interest in any asset of the
Trust Fund and no part of any asset in the Trust Fund may ever revert to or be
repaid to the Employer, either directly or indirectly; nor, prior to the
satisfaction of all liabilities with respect to the Participants and their
Beneficiaries under the Plan, may any part of the corpus or income of the Trust
Fund, or any asset of the Trust Fund, be (at any time) used for, or diverted
to, purposes other than the exclusive benefit of the Participants or their
Beneficiaries and for defraying reasonable expenses of administering the Plan.

(B) Initial
Qualification.  If the IRS, upon the Employers
application for initial approval of this Plan, determines the Trust created under
the Plan is not a qualified trust exempt from Federal income tax, the Trustee,
upon written notice from the Employer, will return the Employer Contributions
and the Earnings thereon to the Employer. This Section 11.01(B) applies only if
the Employer makes the application for the determination by the time prescribed
by law for filing the Employers tax return for the Taxable Year in which the
Employer adopted the Plan, or by such later date as the Secretary of the
Treasury may prescribe. The Trustee must make the return of the Employer
contribution under this Section 11.01(B) within one year of a final disposition
of the Employers request for initial approval of the Plan. The Employers Plan
and Trust will terminate upon the Trustees return of the Employer
Contributions.

11.02 AMENDMENT BY EMPLOYER.

(A) Permitted
Amendments.  The Employer, consistent with this Section
11.02 and other applicable Plan provisions, has the right, at any time to amend
or to restate the Plan including the Trust.

(1) Adoption
Agreement/Appendix B overrides.  The Employer may: (a) restate its
Adoption Agreement (including converting the Plan to another type of plan using
a different Adoption Agreement approved for use with the Prototype or Volume
Submitter Plan and as not inconsistent with Applicable Law); (b) amend the
elective provisions of the Adoption Agreement (changing an existing election or
making a new election) in any manner the Employer deems necessary or advisable
and as not inconsistent with Applicable Law; and (c) elect in Appendix B any or
all of the basic plan overrides specified therein, including adding language to
satisfy Code §§415 or 416 because of the required aggregation of multiple
plans.

(2) Model
amendments.  The Employer may adopt model amendments published by the
IRS (the adoption of which the IRS provides will not cause the Plan to be
individually designed).

(3) Interim
amendments.  The Employer may make such good faith amendments as the
Employer considers necessary to maintain the Plans tax-qualified status or to
otherwise keep the Plan in compliance with Applicable Law.

(4)
Corrections. The Employer may amend the Plan to correct
typographical errors and cross-references, provided that these corrections do
not change the original intended meaning or impact any qualification
requirements.

(B) Amendment
Formalities.

(1) Writing.  The Employer must make all Plan
amendments in writing. Each amendment must specify the amendment execution date
and, if different from its execution date, must specify the amendments
retroactive, current or prospective Effective Date.

(2)
Restatement. An Employer may amend its Plan by means of a complete
restatement of its Adoption Agreement. To restate its Plan, the Employer must
complete, and the Employer and Trustee or Custodian must execute, a new
Adoption Agreement. See Section 8.11(C) if the Employer elects in its Adoption
Agreement to adopt a separate approved trust agreement.

(3)
Amendment (without restatement).  An Employer may amend its Plan without completion of a new
Adoption Agreement by either: (a) completion and substitution of one or more
Adoption Agreement pages including a new Adoption Agreement Execution Page
executed by the Employer and if applicable, executed by the Trustee or
Custodian; or (b) other written instrument amending the Adoption Agreement
executed by the Employer and if applicable, executed by the Trustee or
Custodian. Except under Sections 4.08 or 8.11, to preserve the Plans
pre-approved status under Section 7.09, the substantive language of any
amendment under Section 11.02(B)(3), clause (b) (amendment other than by
substituted Adoption Agreement page) must reproduce without alteration, the
relevant portion(s) of the Adoption Agreement text and elections which the
Employer is amending or must have the substantive effect of doing so such as
incorporating by reference the Adoption Agreement text into the amendment.

(4) Effect
of certain alterations.  Any restatement or amendment which is not
permitted under this Section 11.02 or elsewhere in the Plan may result in the
IRS treating the Plan as an individually designed plan. See Section 7.09 for
the effect of certain amendments adopted by the Employer which will result in
the Employers Plan losing Prototype Plan or Volume Submitter Plan status.

(5)
Operational discretion and policy not an amendment.  A Plan amendment
does not include the Plan Administrators exercise of any operational
discretion the Plan accords to the Administrator, including but not limited to,
the Plan Administrators adoption, modification or termination of any policy,
rule or regulation in accordance with the Plan or any change to any Adoption
Agreement Administrative checklist.

(6)
Trustee/Custodian signature to amendment.  The Trustee or Custodian
must execute any Adoption Agreement for a Restated Plan and also must execute
any Plan amendment which alters the Trust provisions of Article VIII

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or which
otherwise affects the Trustees or Custodians duties under the Plan.

(7)
Signatory Employer authority.  If the Plan has Participating Employers, only the Signatory Employer
need execute any Plan amendment under this Section 11.02. See Section 1.23(A).

(C) Impermissible
Amendment/Protected Benefits.

(1)
Exclusive benefit/no reversion.  The Employer may not amend the Plan to permit any of the Trust
Fund (other than as required to pay any Trust taxes and reasonable Plan
administrative expenses) to be used for or diverted to purposes other than for
the exclusive benefit of the Participants and Beneficiaries. An amendment may
not cause any portion of the Trust Fund to revert to the Employer or to become
the Employers property.

(2)
Alteration of Plan Administrator or Trustee/Custodian duties.  The Employer may not amend the Plan
in any manner which affects the powers, duties or responsibilities of the Plan
Administrator, the Trustee or the Custodian without the written consent of the
affected party. See Section 11.02(B)(6).

(3) No
cut-backs.  An
amendment (including the adoption of this Plan as a restatement of an existing
plan) may not decrease a Participants Account Balance, except to the extent
permitted under Code §412(c)(8), and except as provided under Applicable Law,
may not reduce or eliminate Protected Benefits determined immediately prior to
the adoption date (or, if later, the Effective Date) of the amendment. An
amendment reduces or eliminates Protected Benefits if the amendment has the
effect of either: (a) eliminating or reducing an early retirement benefit or a
retirement‐type subsidy (as defined in Treasury regulations); or (b)
except as provided under Applicable Law, eliminating an optional form of
benefit. An amendment does not impermissibly eliminate a Protected Benefit
relating to the method of distribution if after the amendment a Participant may
receive a single sum payment at the same time or times as the method of
distribution eliminated by the amendment and such payment is based on the same
or a greater portion of the Participants Account as the eliminated method of
distribution. This Section 11.02(C)(3) applies to Transfers under 11.06 except
as to certain Elective Transfers under 11.06(E).

(4)
Disregard of amendment/Tracking Protected Benefits.  The Plan
Administrator must disregard an amendment to the extent application of the amendment
would fail to satisfy this Section 11.02(C). The Plan Administrator, in an
Adoption Agreement Administrative checklist, may maintain a list of Protected
Benefits it must retain.

11.03 AMENDMENT BY PROTOTYPE SPONSOR/VOLUME SUBMITTER PRACTITIONER.

(A) General.
The Sponsor (or the M&P Mass Submitter under Section 4.08 of Rev. Proc.
2005-16) or the Practitioner, without the Employers consent, may amend the
Plan and Trust, from time to time: (1) to conform the Plan and Trust to any
changes to the Code, regulations, revenue rulings, other statements published
by the IRS (including adoption of model, sample or other required good faith
amendments that specifically provide that their adoption will not cause such
plan to be individually designed); or (2) to make corrections to the approved
Plan.

(B) Notice to
Employers.  The Sponsor or Practitioner must make
reasonable and diligent efforts to ensure adopting Employers have actually
received and are aware of all Sponsor or Practitioner generated Plan amendments
and that such Employers complete and sign new Adoption Agreements when
necessary.

(C) Prohibited
Amendments.  Except under Section 11.03(A), the Sponsor
or Practitioner may not amend the Plan in any manner which would modify any
adopting Employers Plan existing Adoption Agreement election without the
Employers written consent. In addition, the Sponsor or Practitioner may not
amend the Plan in any manner which would violate Section 11.02(C).

(D) Volume Submitter
Practitioner limitations.  A Practitioner may no longer
amend the Plan as to any adopting Employer which has amended its Plan in a
manner as would result in the type of plan not permitted under the Volume
Submitter program or which would render the Plan an individually designed plan
not entitled to the Volume Submitter remedial amendment period cycle. If an
Employer, because of a modification to the Plan is required to obtain a
favorable determination letter to have reliance, the Practitioner may not amend
the Plan on behalf of the adopting Employer unless the Employer obtains such a
letter. If the Employer adopts this Plan as a restated Plan, the provisions of
this Section 11.03 permitting a Practitioner to amend the Plan apply on and
after the date the Employer executes the restated Plan; provided that such
provisions may have applied on an earlier date (but not before February 17,
2005) if the prior Plan document provided for such Practitioner amendments.

(E) Mass Submitter
Amendment.  If the Sponsor does not adopt the
amendments made by the Mass Submitter, the Sponsor will no longer be the
sponsor of an identical or minor modifier Prototype Plan of the Mass Submitter.

11.04 FROZEN PLAN.

(A) Employer Action
to Freeze.  The Employer subject to Section 11.02(C)
and by proper Employer action has the right, at any time, to suspend or
discontinue all contributions under the Plan and thereafter to continue to
maintain the Plan as a Frozen Plan (subject to such suspension or
discontinuance) until the Employer terminates the Plan. During any period while
the Plan is frozen, the Plan Administrator will continue to: (1) allocate
forfeitures, if any, in accordance with Section 3.07, irrespective of when the
forfeitures occur; and (2) operate the Plan in accordance with its terms other
than those related to the making and allocation of additional (new)
contributions. If the Employer under a Profit Sharing Plan or a 401(k) Plan
completely discontinues contributions (including Elective Deferrals), the Plan
Administrator will treat the Plan as a Frozen Plan.

(B) Vesting.
Upon the Employers freezing under Section 11.04(A) of the Plan which is a
Profit Sharing Plan or 401(k) Plan, an affected Participants right to his/her
Account Balance is 100% Vested, irrespective of the Vested percentage which
otherwise would apply under Article V.

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(C) Not a
Termination.  A
resolution or an amendment to discontinue all future contributions, but
otherwise to continue maintenance of this Plan, is not a Plan termination for
purposes of Section 11.05.

11.05 PLAN TERMINATION.

(A) Employer Action to Terminate.  The Employer subject to Section 11.02(C) and by
proper Employer action has the right, at any time, to terminate this Plan and
the Trust created and maintained under the Plan. Any termination of the Plan
under this Section 11.05(A) is not effective until compliance with applicable
notice requirements under ERISA, if any. The Plan will terminate upon the first
to occur of the following:

(1)
Specified date. The Effective Date of termination specified by
proper Employer action; or

(2) Employer
no longer exists. The Effective Date of dissolution or merger of the
Employer, unless a successor makes provision to continue the Plan, in which
event the successor must substitute itself as the Employer under this Plan.

(B) QTA Action to
Terminate Abandoned Plan.

(1)
Definition of Qualified Termination Administrator (QTA).  A QTA is an
entity which: (a) is eligible to serve as trustee or issuer of an individual
retirement account or of an individual retirement annuity; and (b) holds the
assets of the abandoned Plan.

(2) QTA
procedure.  A QTA,
after making reasonable efforts to contact the Employer, may make a
determination that the Employer has abandoned the Plan and give notice thereof
to the DOL. The QTA then may: (i) update Plan records; (ii) calculate benefits;
(iii) allocate assets and expenses; (iv) report to DOL any delinquent
contributions; (v) engage service providers and pay reasonable Plan expenses;
(vi) provide required notice to Participants and Beneficiaries regarding the
Plan termination; (vii) distribute Plan benefits; (viii) file the Form 5500
terminal report and give notice to DOL of completion of the termination; and
(ix) take all other reasonable and necessary actions to wind-up and terminate
the Plan. A QTA will undertake all actions under this Section 11.05(B) in
accordance with Applicable Law, including Prohibited Transaction Class
Exemption 2006-06, relating to the QTAs services and compensation for
services.

(C) Vesting.
Upon either full or partial termination of the Plan, an affected Participants
right to his/her Account Balance is 100% Vested, irrespective of the Vested
percentage which otherwise would apply under Article V.

(D) General Procedure
upon Termination.  Upon termination of the Plan, the
distribution provisions of Article VI remain operative, with the following
exceptions:

(1) If no
consent required.  If
the Participants Vested Account Balance does not exceed $5,000 (or exceeds
$5,000 but the Participant has attained the later of age 62 or Normal
Retirement Age), the Plan Administrator will direct the Trustee to distribute
in cash (subject to Section 8.04) the Participants Vested Account Balance to
him/her in a Lump-Sum as soon as administratively practicable after the Plan
terminates.

(2) If
consent required. If the Participants Vested Account Balance
exceeds $5,000 and the Participant has not attained the later of age 62 or
Normal Retirement Age, the Participant or the Beneficiary may elect to have the
Trustee commence distribution in cash (subject to Section 8.04) of his/her
Vested Account Balance in a Lump-Sum as soon as administratively practicable
after the Plan terminates. If a Participant with consent rights under this Section
11.05(D)(2) does not elect an immediate Lump-Sum distribution with spousal
consent if required, to liquidate the Trust, the Plan Administrator will
instruct the Trustee or Custodian to purchase a deferred Annuity Contract for
the Participant which protects the Participants distribution rights under the
Plan.

(3) Lower
dollar amount.  As
provided in Section 6.09, the Employer in Appendix B may provide for a lower
dollar threshold than $5,000 under this Section 11.05(D).

(E) Profit
Sharing Plan.  If the Plan is a Profit Sharing Plan, in lieu of
applying Section 11.05(D) and the distribution provisions of Article VI, the
Plan Administrator will direct the Trustee to distribute in cash (subject to
Section 8.04) each Participants Vested Account Balance, in a Lump-Sum, as soon
as administratively practicable after the termination of the Plan, irrespective
of the amount of the Participants Vested Account Balance, the Participants
age and whether the Participant consents to the distribution.

(1)
Limitations.  This Section 11.05(E) does not apply if: (a) the Plan
at termination provides for distribution of an Annuity Contract which is a
Protected Benefit and which the Employer may not (or does not) eliminate by
Plan amendment; or (b) as of the period between the Plan termination date and
the final distribution of assets, the Employer maintains any other Defined
Contribution Plan (other than an ESOP). If clause (b) applies, the Plan
Administrator to facilitate Plan termination may direct the Trustee to transfer
the Account of any non-consenting Participant to the other Defined Contribution
Plan.

(F) 401(k) Plan
Distribution Restrictions.  If the Plan is a 401(k) Plan or if the Plan as the result of a
Transfer holds Restricted 401(k) Accounts under Section 6.01(C)(4)(b), a
Participants Restricted 401(k) Accounts are distributable on account of Plan
termination, as described in this Section 11.05, only if: (i) the Employer
(including any Related Employer, determined as of the Effective Date of Plan
termination) does not maintain an Alternative Defined Contribution Plan and the
Plan Administrator distributes the Participants entire Vested Account Balance
in a Lump-Sum; or (ii) the Participant otherwise is entitled under the Plan to
a distribution of his/her Vested Account Balance.

(1)
Definition of Alternative Defined Contribution Plan.  An Alternative Defined Contribution
Plan is a Defined Contribution Plan (other than an ESOP, simplified employee
pension plan, 403(b) plan, SIMPLE IRA or 457 plan) the Employer (or a Related
Employer) maintains beginning at the Plan termination Effective Date of the
Plan and ending twelve months after the final distribution of assets. However,
a plan is not an Alternative Defined Contribution Plan if less than 2% of the
Employees eligible to participate in the

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Defined Contribution Prototype Plan

terminating
Plan are eligible to participate (beginning 12 months prior to and ending 12
months after the Plans termination Effective Date) in the potential
Alternative Defined Contribution Plan.

(G) Continuing Trust
Provisions.  The Trust will continue until the Trustee
in accordance with the direction of the Plan Administrator has distributed all
of the benefits under the Plan. On each Valuation Date, the Plan Administrator
will credit any part of a Participants Account Balance retained in the Trust
with its share of Earnings. Upon termination of the Plan, any suspense account
under Section 4.01 will revert to the Employer, subject to the conditions of
the Treasury regulations permitting such a reversion.

(H) Lost
Participants.  The Trustee will distribute the Accounts
of lost Participants in a terminating Plan in accordance with the Plan Administrators
direction under Section 7.07(B).

11.06
MERGER/DIRECT TRANSFER.

(A) Authority.
The Trustee, at the direction of the Plan Administrator, possesses the specific
authority to enter into merger agreements or direct transfer of assets
agreements with the trustees of other retirement plans described in Code
§401(a), and to accept the direct transfer of plan assets to the Trust, or to
transfer Plan assets, as a party to any such agreement. This authority includes
Nonelective Transfers described in Section 11.06(D) and Elective Transfers
described in Section 11.06(E).

(B) Code §414(l)
Requirements.  The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan (or from the other plan to this Plan),
unless immediately after the merger, consolidation or transfer, the surviving
plan provides each Participant a benefit equal to or greater in amount than the
benefit each Participant would have received had the transferring plan
terminated immediately before the merger or the consolidation or the transfer;
provided that 100% immediate vesting is not required upon merger, consolidation
or transfer, except if an Elective Transfer is made under Section 11.06(E)(3).

(C) Administration of
Transferred Amount.  The Trustee will hold, administer
and distribute the transferred assets as a part of the Trust Fund and the
Trustee must maintain a separate Employer Contribution Account for the benefit
of the Employee on whose behalf the Trustee accepted the Transfer in order to
reflect the value of the transferred assets and as necessary to preserve
Protected Benefits.

(D) Nonelective
Transfers.  The Trustee may enter into an agreement with
the trustee of any other plan described in Section 11.06(A) to transfer as a
Nonelective Transfer all or a portion of the Account(s) of one or more
Participants to the other plan, or to receive Nonelective Transfers into the
Plan. A Nonelective Transfer is a Transfer without the consent or election of
the affected Participant(s). In the event of a Nonelective Transfer, the
trustee of the transferee plan must preserve all Protected Benefits under the
transferor plan, unless the trustee or other appropriate party takes proper
action to eliminate any of such Protected Benefits as Applicable Law may
permit.

(E) Elective
Transfers.  The Trustee may enter into an agreement
with the trustee of any other plan described in Section 11.06(A) to transfer as
an Elective Transfer all or a portion of the Account of a Participant or if
applicable a Beneficiary who elects to transfer his/her Account or a portion
thereof to the other plan or to receive Elective Transfers into the Plan. The
specific requirements for an Elective Transfer depend upon the type of Elective
Transfer that the Trustee will utilize to effect the Transfer, as described
herein.

(1) Code
§411(d)(6)(D) Transfer.  A
Code §411(d)(6)(D) Transfer means a Transfer under Code §411(d)(6)(D) between
Defined Contribution Plans, and which a Participant or Beneficiary elects
following required statutory notice. Under this Section 11.06(E)(1), the
Account need not be distributable at the time of Transfer and Protected
Benefits specifically relating to distribution methods do not carry over to the
transferee plan, except under Section 6.04 if applicable.

(2)
Acquisition or employment change Transfer.  An acquisition or employment change Transfer means a Transfer under Treas. Reg.
§1.411(d)-4 Q/A-3(b), between such Defined Contribution Plans as described
therein, and which a Participant elects. Under this Section 11.06(E)(2), the
Account need not be distributable at the time of Transfer and Protected
Benefits do not carry over to the transferee plan, except under Section 6.04 if
applicable.

(3)
Distributable event Transfer. A distributable event Transfer means a
Transfer under Treas. Reg. §1.411(d)-4 Q/A-3(c), between Code §401(a) plans,
and which a Participant elects. Under this Section 11.06(E)(3), the Account
must be distributable at the time of Transfer, but not entirely as a Lump-Sum
which is an Eligible Rollover Distribution. Protected Benefits do not carry
over to the transferee plan.

(F) Pre-Participation
Transfers.  The Trustee under this Section 11.06 may
accept a Transfer of plan assets on behalf of an Employee prior to the date the
Employee satisfies the Plans eligibility conditions or prior to reaching the
Entry Date. If the Trustee accepts such a direct Transfer of plan assets, the Plan
Administrator and the Trustee must treat the Employee as a limited Participant
as described in Section 3.08(C).

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Defined Contribution Prototype and Volume
Submitter Plan

ARTICLE
XII MULTIPLE EMPLOYER PLAN
[VOLUME SUBMITTER ONLY]

12.01
ELECTION/OVERRIDING EFFECT. This Article XII does not apply unless the
Employer establishes the Plan as a Multiple Employer Plan described in Code
§413(c) under a Volume Submitter Adoption Agreement. Article XII does not apply
if the Plan is a Prototype Plan. If the Employer elects in its Adoption
Agreement that the Plan is a Multiple Employer Plan, then the provisions of
this Article XII will apply as of the Effective Date the Employer elects in its
Adoption Agreement to apply this Article XII. The provisions of Article XII, if
in effect, supersede any contrary provisions in the Plan or the Employers Adoption
Agreement.

12.02 DEFINITIONS. The
following definitions apply to this Article XII and supersede any conflicting
definition in the Plan.

(A) Employee.  Employee means any common law
employee, Self‐Employed Individual, Leased Employee or other person the
Code treats as an employee of a Participating Employer for purposes of the
Participating Employers qualified plan. The Employer in its Adoption Agreement
or in a Participation Agreement may designate any Employee, or class or group
of Employees, as an Excluded Employee under Section 1.21(D).

(B) Lead Employer.  The Lead Employer means the Signatory
Employer to the Adoption Agreement Execution Page, and does not include any
Related Employer or Participating Employer except as described in the next
sentence. The Lead Employer will be a Participating Employer only if the Lead
Employer executes a Participation Agreement to the Adoption Agreement. The Lead
Employer has the same meaning as the Signatory Employer for purposes of making
Plan amendments and other purposes as described in Section 1.23(A) regardless
of whether the Lead Employer is also a Participating Employer under this
Article XII. As to the right of a Lead Employer to terminate the participation
of a Participating Employer, see Section 12.12.

(C) Participating
Employer.  A
Participating Employer is a trade or business which, with the consent of the
Lead Employer, executes a Participation Agreement to the Adoption Agreement. A
Participating Employer is an Employer for all purposes of the Plan except as
provided in Section 1.23. A Participating Employer may, but need not be a
Related Employer.

(D) Professional
Employer Organization (PEO).  A Professional Employer Organization (PEO) means an organization
described in Rev. Proc. 2002-21. Plan references to Rev. Proc. 2002-21 also
include any successor thereto. The Employer in its Adoption Agreement will
specify whether the Lead Employer is a PEO, and in such event, the term PEO is
synonymous with the Lead Employer. If the Lead Employer is a PEO, then:

(1) Client
Organization (CO). Each Participating Employer (other than the
PEO) is a Client Organization as that term is used in Rev. Proc. 2002-21.

(2) Worksite
Employee. A Worksite Employee means a person on the PEOs payroll
who receives amounts from the PEO for providing services to a CO pursuant to a
service agreement between the PEO and the CO. For all purposes of this Plan, a
Worksite Employee will be deemed to be the Employee of the CO for whom the
Worksite Employee performs services, and not an Employee of the PEO.

12.03 PARTICIPATING EMPLOYER ELECTIONS. In
its Adoption Agreement, the Lead Employer will specify: (A) whether a Participating
Employer may modify any of the Adoption Agreement elections; (B) which
elections the Participating Employer may modify; and (C) any restrictions on
the modifications. Any such modification will apply only to the Employees of
that Participating Employer. The Participating Employer will make any such
modification by election on its Participation Agreement to the Lead Employers
Adoption Agreement. To the extent that the Adoption Agreement does not permit
modification of an election, any attempt by a Participating Employer to modify
the election has no effect on the Plan and the Participating Employer is bound
by the Adoption Agreement terms as completed by the Lead Employer.

12.04 HCE STATUS. The
Plan Administrator will determine HCE status under Section 1.21(E) separately
with respect to each Participating Employer.

12.05 TESTING.

(A) Separate Status.
The Plan Administrator will perform the tests listed in this Section 12.05(A)
separately for each Participating Employer, with respect to the Employees of
that Participating Employer. For this purpose, the Employees of a Participating
Employer, and their allocations and Accounts, will be treated as though they
were in separate plan. Any Plan correction under Section 7.08 will only affect
the Employees of the Participating Employer. The tests subject to this separate
treatment are:

(1) ADP. The
ADP test in Section 4.10(B).

(2) ACP. The
ACP test in Section 4.10(C).

(3)
Nondiscrimination.  Nondiscrimination testing as described in Code
§401(a)(4), the applicable Treasury regulations, and Sections 4.06 and 4.07.

(4)
Coverage.  Coverage testing as described in Code §410(b), the
applicable Treasury regulations, and Sections 3.06(F) and 4.06.

(B) Joint Status.
The Plan Administrator will perform the following tests for the Plan as whole,
without regard to an Employees employment by a particular Participating
Employer:

(1) Annual
Additions Limit.  Applying the Annual Additions Limit in Section
4.05(B).

(2) Elective
Deferral Limit.  Applying the Elective Deferral Limit in Section
4.10(A).

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Defined Contribution Prototype Plan

(3) Catch-Up
Limit.  Applying the limit on Catch-Up Deferrals in Section 3.02(D).

12.06 TOP-HEAVY. The
Plan will apply the provisions of Article X separately to each Participating
Employer. The Plan will be considered separate plans for each Participating
Employer and its Employees for purposes of determining whether such a separate
plan is top-heavy or is entitled to the exemption described in Section 10.05.
For purposes of applying Article X to a Participating Employer, the
Participating Employer and any business which is a Related Employer to that
Participating Employer are the Employer. For purposes of Article X, the terms
Key Employee and Non-Key Employee will refer only to the Employees of that Participating
Employer and/or its Related Employers. If such a Participating Employers
separate Plan is top-heavy, then:

(A) Highest
Contribution Rate.  The Plan Administrator will
determine the Highest Contribution Rate under Section 10.06(E) by reference to
the Key Employees and their allocations in the separate plan of that
Participating Employer;

(B) Top-Heavy Minimum
Allocation.  The Plan Administrator will determine the
amount of any required Top-Heavy Minimum Allocation under Section 10.06(L)
separately for that separate plan; and

(C) Plan Which Will
Satisfy.  The Participating Employer will make any
additional contributions Section 10.03 requires.

12.07 COMPENSATION.

(A) Separate
Determination.  For the following purposes, described
in this Section 12.07(A), the Plan Administrator will determine separately a
Participants Compensation for each Participating Employer. Under this
determination, except as provided below, Compensation from a Participating
Employer includes Compensation paid by a Related Employer of that Participating
Employer.

(1)
Nondiscrimination and coverage.  All of the separate tests listed in
Section 12.05(A).

(2)
Top-Heavy. Application of the top-heavy rules in Article X.

(3)
Allocations.  Application of allocations under Article III. However,
the Employers Adoption Agreement elections control the extent to which
Compensation for this purpose includes Compensation of Related Employers.

(4) HCE
determination.  The determination of an Employees status as an HCE.

(B) Joint Status.
For all Plan purposes other than those described in Section 12.07(A), including
but not limited to determining the Annual Additions Limit in Section 4.05(B),
Compensation includes all Compensation paid by or for any Participating
Employer or Related Employer.

12.08 SERVICE. An
Employees Service includes all Hours of Service and Years of Service with any
and all Participating Employers and their Related Employers. An Employee who
terminates employment with one Participating Employer and immediately commences
employment with another Participating Employer has not incurred a Separation
from Service or a Severance from Employment.

12.09 REQUIRED MINIMUM DISTRIBUTIONS. If a
Participant is a more than 5% Owner (under Code §416(i) and Section
6.02(E)(7)(a)) of any Participating Employer for which the Participant is an
Employee in the Plan Year the Participant attains age 70 1/2, then the
Participants RBD under Section 6.02(E)(7) will be the April 1 following the
close of the calendar year in which the Participant attains age 70 1/2.

12.10 COOPERATION AND INDEMNIFICATION.

(A) Cooperation.  Each Participating Employer agrees to timely provide to
the Plan Administrator upon request all information the Plan Administrator
deems necessary to ensure the Plan is operated in accordance with Applicable
Law. Each Participating Employer will cooperate fully with the Plan
Administrator, the Lead Employer, and with Plan fiduciaries and other proper
Plan representatives in maintaining the qualified status of the Plan. Such
cooperation will include payment of such amounts into the Plan, to be allocated
to Employees of the Participating Employer, which are reasonably required to
maintain the tax-qualified status of the Plan.

(B) Indemnity.  Each Participating Employer will indemnify and hold
harmless the Plan Administrator, the Lead Employer, the Plan, the Trustee,
other Plan fiduciaries, other Participating Employers, Participants and
Beneficiaries, and as applicable, their subsidiaries, officers, directors,
shareholders, employees, and agents, and their respective successors and
assigns, against any cause of action, loss, liability, damage, cost, or expense
of any nature whatsoever (including, but not limited to, attorneys fees and
costs, whether or not suit is brought, as well as all IRS or DOL Plan
disqualification, fiduciary breach or other sanctions, compliance fees or
penalties) arising out of or relating to: (1) the Participating Employers
noncompliance with any of the Plans terms or requirements; or (2) the
Participating Employers intentional or negligent act or omission with regard
to the Plan.

12.11 PEO TRANSITION RULES.
If the Lead Employer is a PEO, and the Article XII Effective Date is after the
later of the Plans Effective Date or Restated Effective Date, then the
following transition rules will apply to the Transition Year:

(A) Definition of
Transition Year.  The Transition Year is the Plan Year
which includes the Article XII Effective Date.

(B) Definition of
Look-Back Year.  The Look-Back Year is the Plan Year immediately prior to the Transition
Year.

(C) Employee Status.  Unless the PEO designates otherwise
in Appendix B, for Plan Years ending prior to the Transition Year the Worksite
Employees will be deemed to be Employees of the PEO, except as otherwise
specified in this Article XII.

(D) Distribution.
The limitations of Section 6.01(C)(4) will not prohibit making any distribution
required by Rev. Proc. 2002-21.

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(E) Top-heavy.
The Determination Date under Section 10.06(B) for the Transition Year is the
last day of the Transition Year. In its Adoption Agreement, the PEO will
specify whether Employer Contributions for Worksite Employees for Plan Years
prior to the Transition Year will be treated as contributions by the PEO, or as
contributions by the CO. If the contributions are treated as PEO contributions,
then the Plan Administrator will disregard Account Balances relating to those contributions
(i.e., Employer Contribution
Account Balances prior to the Transition Year and Earnings thereon) in
determining whether the separate plan of a Participating Employer is top-heavy
for the Transition Year and later Plan Years under Section 12.06.

(F) ADP/ACP Testing.
The Plan Administrator will treat the Transition Year as the first Plan Year of
the Plan for purposes of ADP and ACP testing of a COs separate plan under
Section 12.05.

(G) HCE
Determination.  If the Worksite Employee performed services
for the CO during the Look-Back Year, then only for purposes of determining HCE
status, the Worksite Employee will be deemed to be an Employee of the CO for
the Transition Year and the CO will be deemed to have paid to the Worksite
Employee any Compensation the PEO paid to the Worksite Employee during the
Transition Year.

(H) Required Minimum
Distributions.  The following rules apply with regard
to each Worksite Employee who, prior to January 1, 2004: (i) attained age 70
1/2 (ii) was still on the payroll of the PEO, and (iii) had not commenced
receiving RMDs under Section 6.02.

(1) Determination
of 5% owner status.  The Plan Administrator will determine whether
such a Worksite Employee is a more than 5% owner under Section 6.02(E)(7)(a)
based on whether the Worksite Employee is a more than 5% owner on the first day
of the Transition Year. Alternatively, in Appendix B, the PEO may specify that
the determination is made with reference to the Plan Year ending in the
calendar year the Worksite Employee attained age 70 1/2.

(2) Required
Beginning Date.  The Required Beginning Date under Section 6.02(E)(7)
of a more than 5% owner under Section 12.11(H)(1) will be April 1, 2005.

12.12
INVOLUNTARY TERMINATION. Unless the Lead Employer provides otherwise in
Appendix B, the Lead Employer may terminate the participation of any
Participating Employer (hereafter, Terminated Employer) in this Plan. If the
Lead Employer acts under this Section 12.12, the following will occur:

(A) Notice.  The Lead Employer will give the
Terminated Employer a notice of the Lead Employers intent to terminate the
Terminated Employers status as a Participating Employer of the Plan. The Lead
Employer will provide such notice not less than 30 days prior to the Effective
Date of termination unless the Lead Employer determines that the interests of
Plan Participants requires earlier termination.

(B) Spin-off.
The Lead Employer will establish a new Defined Contribution Plan, using the
provisions of this Plan with any modifications contained in the Terminated
Employers Participation Agreement, as a guide to establish a new Defined
Contribution Plan (the Spin-off Plan). The Lead Employer will direct the
Trustee to transfer (in accordance with the rules of Code §414(l) and the
provisions of Section 11.06) the Accounts of the Employees of the Terminated
Employer to the Spin-off Plan. The Terminated Employer will be the Employer,
Plan Administrator, and Sponsor of the Spin-off Plan. The Trustee of the
Spin-off Plan will be the person or entity designated by the Terminated
Employer, or, in the absence of any such designation, the Terminated Employer
itself. If state law prohibits the Terminated Employer from serving as Trustee,
the Trustee is the president of a corporate Terminated Employer, the managing
partner of a partnership Terminated Employer, the managing member of a limited
liability company Terminated Employer, the sole proprietor of a proprietorship
Terminated Employer, or in the case of any other entity type, such other person
with title and responsibilities similar to the foregoing. Notwithstanding the
preceding sentence, the Lead Employer may designate a financial institution as
Trustee if the Lead Employer, in its sole discretion, deems it necessary to
protect the interests of the Participants. The Lead Employer may charge the
Terminated Employer or the Accounts of the Employees of the Terminated Employer
with the reasonable expenses of establishing the Spin-off Plan.

(C) Alternatives.
The Terminated Employer, in lieu of the Lead Employers creation of the
Spin-off Plan under Section 12.12(B), may elect one of the two other
alternatives under Sections 12.12(C)(1) or (2) to effect the termination of its
status as a Participating Employer. To elect an alternative, the Terminated
Employer must give notice to the Lead Employer of its choice, and must supply
any documentation which the Lead Employer reasonably may require as soon as is
practical and before the Effective Date of termination. If the Lead Employer
has not received such notice and any required documentation within 5 days prior
to the Effective Date of termination, the Lead Employer may proceed with the
Spin-off Plan under Section 12.12(B).

(1)
Distribution.  The
Lead Employer will direct the Trustee to distribute the Account Balances of the
Employees of the Terminated Employer as soon as practical after termination.
However, if such an Employee also is employed by another Participating
Employer, the Trustee will not distribute, but will continue to hold that
Employees Account Balance pursuant to the terms of the Plan. All Account
Balances distributed under this Section 12.12(C)(1) will be 100% Vested.
However, no such distribution may violate the restrictions of Sections
6.01(C)(4)(b) and (c). If this Plan includes Restricted 401(k) Accounts under
Section 6.01(C)(4)(b), the termination of the Participating Employers
sponsorship of this Plan will be deemed to be a termination of the Plan and the
Plan Year as to the Employees receiving distributions under this Section
12.12(C)(1); however, the Terminated Employer must deliver to the Lead Employer
such documentation or other assurances that the Plan Administrator reasonably
requires to affirm that the Terminated Employer has neither established nor
will establish a Alternative Defined Contribution Plan in violation of Section
11.05(F).

(2)
Transfer. The Lead Employer will direct the Trustee to transfer (in
accordance with the rules of Code §414(l) and the provisions of Section 11.06)
the Accounts of the Employees of the Terminated Employer to a qualified plan
the Terminated Employer maintains. Under this Section

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Defined Contribution Prototype Plan

12.12(C)(2),
the Terminated Employer must deliver to the Lead Employer in writing such
identifying and other relevant information regarding the transferee plan and
must provide such assurances as the Lead Employer may reasonably require that the
transferee plan is a qualified plan.

(D) Participants.
The Employees of the Terminated Employer will cease to be eligible to accrue
additional benefits under the Plan with respect to Compensation paid by the
Terminated Employer, as of the Effective Date of the termination. To the extent
that these Employees have accrued but unpaid contributions as of such Effective
Date, the Terminated Employer will pay such amounts to the Plan or to the
Spin-off Plan no later than 30 days after the Effective Date of termination,
unless the Terminated Employer has elected the transfer alternative under
Section 12.12(C)(2).

(E) Consent.
By its execution of the Participation Agreement, the Terminated Employer
specifically consents to the provisions of this Article XII, and in particular,
this Section 12.12 and agrees to perform its responsibilities with regard to
the Spin-off Plan, if necessary.

12.13 VOLUNTARY TERMINATION.
A Participating Employer (hereafter Withdrawing Employer) may voluntarily
withdraw from participation in the Plan at any time. If and when a Withdrawing
Employer wishes to withdraw, the following will occur:

(A) Notice.
The Withdrawing Employer will inform the Lead Employer and the Plan
Administrator of its intention to withdraw from the Plan. The Withdrawing
Employer must give the notice not less than 30 days prior to the Effective Date
of its withdrawal.

(B) Procedure.
The Withdrawing Employer and the Lead Employer will agree upon procedures for
the orderly withdrawal of the Withdrawing Employer from the Plan. Such
procedures, as they relate to the Accounts of the Employees of the Withdrawing
Employer, may include any alternative described in Sections 12.12(B) and (C).

(C) Costs.
The Withdrawing Employer will bear all reasonable costs associated with
withdrawal and transfer under this Section 12.13.

(D) Participants.
The Employees of the Withdrawing Employer will cease to be eligible to accrue
additional benefits under the Plan as to Compensation paid by the Withdrawing
Employer, as of the Effective Date of withdrawal. To the extent that such
Employees have accrued but unpaid contributions as of such Effective Date, the
Withdrawing Employer will contribute such amounts to the Plan or the Spin-off
Plan promptly after the Effective Date of withdrawal, unless the Accounts are
transferred to a qualified plan the Withdrawing Employer maintains.

*   *   *  
*   *   *   *   *  
*   *   *   *   *   *

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Defined Contribution Prototype and Volume
Submitter Plan

DEFINITIONS
MASTER LIST

| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | Account. 1.01                                                                                                 
| |                                                                                                               
| | Account Balance. 1.02                                                                                         
| |                                                                                                               
| | Accounting Date. 1.03                                                                                         
| |                                                                                                               
| | Accrued Benefit. 1.02                                                                                         
| |                                                                                                               
| | ACP Limit.
 4.10(C)(1)                                                                                        
| |                                                                                                               
| | ACP Participant. 4.11(A)                                                                                      
| |                                                                                                               
| | ACR (actual contribution ratio). 4.10(C)(5)(a)                                                                
| |                                                                                                               
| | Actual Method. 1.31(A)(1)                                                                                     
| |                                                                                                               
| | Actuarial Factor.
 3.04(B)(5)(b)                                                                              
| |                                                                                                               
| | Additional Matching Contribution.
 1.34(G), 3.05(F)(1).                                                       
| |                                                                                                               
| | Ad-Hoc. 6.03(A)(6)                                                                                            
| |                                                                                                               
| | Administrative Checklist. 7.02(C)(2)                                                                          
| |                                                                                                               
| | Adoption Agreement. 1.04                                                                                      
| |                                                                                                               
| | ADP Limit.
 4.10(B)(1)                                                                                        
| |                                                                                                               
| | ADP Participant. 4.11(B)                                                                                      
| |                                                                                                               
| | ADR (actual deferral ratio). 4.10(B)(4)(a)                                                                    
| |                                                                                                               
| | Advisory Letter. 1.05                                                                                         
| |                                                                                                               
| | Aggregate Contributions. 4.10(C)(2)                                                                           
| |                                                                                                               
| | Allocable Income. 4.11(C)                                                                                     
| |                                                                                                               
| | Alternative Annuity. 1.06(B), 6.03(A)(5)                                                                      
| |                                                                                                               
| | Alternative Defined Contribution Plan. 11.05(F)(1)                                                            
| |                                                                                                               
| | Alternative (general) 415 Compensation.
 1.11(B)(4)                                                           
| |                                                                                                               
| | Anniversary Year. 2.02(C)(3)                                                                                  
| |                                                                                                               
| | Annual Additions.
 4.05(A)                                                                                    
| |                                                                                                               
| | Annual Additions Limit.
 4.05(B)                                                                              
| |                                                                                                               
| | Annuity Contract.
 1.06                                                                                       
| |                                                                                                               
| | Annuity Starting Date. 1.06(A),
 6.01(A)(2)(h)                                                                
| |                                                                                                               
| | Appendix. 1.07                                                                                                
| |                                                                                                               
| | Applicable Contribution Rate. 4.10(D)(1)(b)                                                                   
| |                                                                                                               
| | Applicable Law. 1.08                                                                                          
| |                                                                                                               
| | Associated Matching Contribution. 3.07(A)(1)(b)                                                               
| |                                                                                                               
| | Automatic Deferral. 1.20(C), 3.02(B)(1)                                                                       
| |                                                                                                               
| | Automatic Deferral Amount/Increases.
 3.02(B)(2)                                                              
| |                                                                                                               
| | Automatic Rollover.
 6.08(D)                                                                                  
| |                                                                                                               
| | Basic Matching Contribution. 1.34(E), 3.05(E)(4)                                                              
| |                                                                                                               
| | Beneficiary. 1.09                                                                                             
| |                                                                                                               
| | Benefit Factor.
 3.04(B)(5)(a)                                                                                
| |                                                                                                               
| | Break in Service.
 1.31(A)(3)(i), 2.03(A), 5.06(A)                                                            
| |                                                                                                               
| | Cash or Deferred Arrangement (CODA). 3.02(C)                                                                  
| |                                                                                                               
| | Cash-Out Distribution.
 5.04(A)(1)                                                                            
| |                                                                                                               
| | Catch-Up Deferral. 1.20(D), 3.02(D)(2).                                                                       
| |                                                                                                               
| | Catch-Up Eligible Participant. 3.02(D)(1)                                                                     
| |                                                                                                               
| | Client Organization (CO). 12.02(D)(1)                                                                       
| |                                                                                                               
| | Code. 1.10                                                                                                    
| |                                                                                                               
| | Code §415 Aggregated Plan. 4.02(A)(1)                                                                         
| |                                                                                                               
| | Code §415 Compensation. 1.11(B)(3)                                                                            
| |                                                                                                               
| | Code §3401(a) Wages. 1.11(B)(2)                                                                               
| |                                                                                                               
| | Collective Bargaining Employees. 1.21(D)(1)                                                                   
| |                                                                                                               
| | Combined Plans Limitation. 4.02(B)(1)                                                                         
| |                                                                                                               
| | Compensation. 1.11, 1.21(E)(3), 3.05(C), 3.11(C),
 3.12(C)(4)(c), 4.05(C), 4.07(D), 4.07(E), 4.11(D), 10.06(A)
| |                                                                                                               
| | Contract(s). 9.09(A)                                                                                          
| |                                                                                                               
| | Contrary Election. 3.02(B)(4)                                                                                 
| |                                                                                                               
| | Contribution Types. 1.12                                                                                      
| |                                                                                                               
| | Cross-Over Date.
 4.06(C)(1)(c)                                                                               
| |                                                                                                               
| | Current Year Testing. 4.11(E)                                                                                 
| |                                                                                                               
| | Custodian. 1.65                                                                                               
| |                                                                                                               
| | DCD. 6.02(E)(3)                                                                                               
| |                                                                                                               
| | DCY. 6.02(E)(2)                                                                                               
| |                                                                                                               
| | Deductible Employee Contributions (DECs). 1.22, 3.13                                                          
| |                                                                                                               
| | Deemed Disability Compensation. 1.11(K)                                                                       
| |                                                                                                               
| | Deemed 125 Compensation. 1.11(C)                                                                              

|                                        |    | 
|--------------------------------------- | -- | 
|© Copyright
 2008 PRUDENTIAL RETIREMENT | 96 | 

---



Defined Contribution Prototype Plan

| |                                                      
| | -----------------------------------------------------
| | Defined Benefit Plan. 1.14                           
| |                                                      
| | Defined Contribution Plan. 1.13                      
| |                                                      
| | Designated Beneficiary.
 6.02(E)(1)                  
| |                                                      
| | Designated IRA Contribution. 1.16                    
| |                                                      
| | Determination Date. 10.06(B)                         
| |                                                      
| | Determination (look-back) Period. 10.06(C)           
| |                                                      
| | Direct Rollover.
 6.08(F)(1)                         
| |                                                      
| | Disability. 1.15                                     
| |                                                      
| | Discretionary Matching Contribution. 1.34(B)         
| |                                                      
| | Discretionary Nonelective Contribution. 1.37(B)      
| |                                                      
| | Distribution Requiring Consent. 6.01(A)(2)(a)        
| |                                                      
| | Dividends. 9.09(B)                                   
| |                                                      
| | DOL.  1.17                                           
| |                                                      
| | Early Retirement Age.
 5.01                          
| |                                                      
| | Earned Income. 1.11(J)                               
| |                                                      
| | Earnings. 1.18                                       
| |                                                      
| | Effective Date. 1.19                                 
| |                                                      
| | Elapsed Time Method. 1.31(A)(3)                      
| |                                                      
| | Elective Deferrals. 1.20                             
| |                                                      
| | Elective Deferral Limit.
 4.10(A)(1)                 
| |                                                      
| | Elective Transfer.
 11.06(E)                         
| |                                                      
| | Eligible Employee. 1.21(C)                           
| |                                                      
| | Eligible Retirement Plan.
 6.08(F)(2)                
| |                                                      
| | Eligible Rollover Distribution.
 6.08(F)(3)          
| |                                                      
| | Eligibility Computation Period. 2.02(C)(1)           
| |                                                      
| | Employee. 1.21,
 12.02(A)                            
| |                                                      
| | Employee Contribution. 1.22                          
| |                                                      
| | Employer. 1.23, 4.05(D), 10.06(D)                    
| |                                                      
| | Employer Contribution. 1.24                          
| |                                                      
| | Employment Commencement Date. 2.02(C)(4)             
| |                                                      
| | Enhanced Matching Contribution.
 1.34(F), 3.05(E)(5).
| |                                                      
| | Entry Date. 1.25, 2.02(D)(1).                        
| |                                                      
| | EPCRS. 1.26                                          
| |                                                      
| | Equivalency Method. 1.31(A)(2)                       
| |                                                      
| | ERISA. 1.27                                          
| |                                                      
| | Excess Aggregate Contributions.
 4.10(C)(3)          
| |                                                      
| | Excess Amount.
 4.05(E)                              
| |                                                      
| | Excess Contributions.
 4.10(B)(2)                    
| |                                                      
| | Excess Deferral.
 4.10(A)(2)                         
| |                                                      
| | Excluded Compensation. 1.11(G)                       
| |                                                      
| | Excluded Employee. 1.21(D)                           
| |                                                      
| | Exempt Participants.
 6.04(G)(1)                     
| |                                                      
| | Final 401(k) Regulations Effective Date. 1.28        
| |                                                      
| | Fixed Matching Contribution. 1.34(A)                 
| |                                                      
| | Fixed Nonelective Contribution.
 1.37(A)             
| |                                                      
| | Forfeiture Break in Service.
 5.06(B)                
| |                                                      
| | Frozen Plan. 1.40(B)                                 
| |                                                      
| | 401(k) Plan. 1.29                                    
| |                                                      
| | 401(m) Plan. 1.30                                    
| |                                                      
| | Gap Period. 4.11(F)                                  
| |                                                      
| | Gateway Contribution.
 4.07(A)(1)                    
| |                                                      
| | HCE. 1.21(E)                                         
| |                                                      
| | HCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b),
 4.11(G)    
| |                                                      
| | Highest Allocation Rate. 4.07(E)(1)                  
| |                                                      
| | Highest Contribution Rate. 10.06(E)                  
| |                                                      
| | Hour of Service. 1.31                                
| |                                                      
| | Includible Employees. 4.06(C)(1)(a)                  
| |                                                      
| | Individual Retirement Plan. 6.08(F)(4)               
| |                                                      
| | Initial Eligibility Computation Period. 2.02(C)(2)   
| |                                                      
| | In-Service Distribution.
 6.01(C)(1)                 
| |                                                      
| | Installments.
 6.03(A)(4)                            
| |                                                      
| | Insurable Participant. 9.09(C)                       
| |                                                      
| | Investment Manager(s).
 7.02(C)(8)                   
| |                                                      
| | IRS. 1.32                                            
| |                                                      
| | Issuing Company. 9.09(D)                             

| |    |                                       
| | -- | --------------------------------------
| | 97 | © Copyright 2008 PRUDENTIAL RETIREMENT

---



Defined Contribution Prototype and Volume
Submitter Plan

| |                                                    
| | ---------------------------------------------------
| | JLT. 6.02(E)(4)                                    
| |                                                    
| | Key Employee.
 10.06(F)                            
| |                                                    
| | Lead Employer.
 1.23(B), 12.02(B)                  
| |                                                    
| | Leased Employee. 1.21(B)                           
| |                                                    
| | Life Annuity.
 6.04(A)(4)                          
| |                                                    
| | Life Expectancy.
 6.02(E)(5)                       
| |                                                    
| | Limitation Year. 1.33, 4.05(F)                     
| |                                                    
| | Lookback Year. 12.11(B)                            
| |                                                    
| | LumpSum. 6.03(A)(3)                               
| |                                                    
| | M&P Plan.
 1.48, 4.05(G)                           
| |                                                    
| | Mandatory Distribution.
 6.01(A)(1)(a)             
| |                                                    
| | Mass Submitter. 11.03(A)                           
| |                                                    
| | Master Plan.  1.48                                 
| |                                                    
| | Matching Contribution.
 1.34                       
| |                                                    
| | Matching Rate.
 4.10(D)(2)(b)                      
| |                                                    
| | Modified AGI.
 3.12(C)(4)(b)                       
| |                                                    
| | Money Purchase Pension Contribution. 1.35          
| |                                                    
| | Money Purchase Pension Plan. 1.35                  
| |                                                    
| | Multiple Employer Plan. 1.40(A)                    
| |                                                    
| | Named Fiduciary. 1.36, 8.03(A)                     
| |                                                    
| | NHCE.  1.21(F)                                     
| |                                                    
| | NHCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b),
 4.11(H) 
| |                                                    
| | Nonelective Contribution. 1.37                     
| |                                                    
| | Nonelective Transfer. 11.06(D)                     
| |                                                    
| | Non-Key Employee. 10.06(G)                         
| |                                                    
| | Nonresident Aliens. 1.21(D)(2)                     
| |                                                    
| | Nonstandardized Plan. 1.04(A)                      
| |                                                    
| | Nontransferable Annuity. 1.06(C)                   
| |                                                    
| | Normal Retirement Age.
 5.01                       
| |                                                    
| | Operational QNEC. 3.03(C)(2)                       
| |                                                    
| | Opinion Letter.
 1.38                              
| |                                                    
| | Otherwise Excludible Employees. 4.06(C)(1)(a)      
| |                                                    
| | Participant.  1.39,
 10.06(H)                      
| |                                                    
| | Participant-Directed Accounts. 7.04(A)(2)(b)       
| |                                                    
| | Participants RMD Account Balance. 6.02(E)(6)      
| |                                                    
| | Participating Compensation. 1.11(H)(1)             
| |                                                    
| | Participating Employer.
 1.23(D), 12.02(C)         
| |                                                    
| | Participation Agreement.
 1.04(C)                  
| |                                                    
| | Part-Time/Temporary/Seasonal Employees. 1.21(D)(4) 
| |                                                    
| | Period of Severance.
 1.31(A)(3)(ii)               
| |                                                    
| | Permissive Aggregation Group.
 10.06(I)            
| |                                                    
| | Plan. 1.40                                         
| |                                                    
| | Plan Administrator. 1.41                           
| |                                                    
| | Plan Designated QNEC. 3.03(C)(1)                   
| |                                                    
| | Plan Year. 1.42                                    
| |                                                    
| | Plan Year Compensation. 1.11(H)(2)                 
| |                                                    
| | Pooled Accounts. 7.04(A)(2)(a)                     
| |                                                    
| | Post-Severance Compensation. 1.11(I)               
| |                                                    
| | Practitioner. 1.43                                 
| |                                                    
| | Predecessor Employer. 1.44(A)                      
| |                                                    
| | Predecessor Employer Service. 1.56(B)              
| |                                                    
| | Predecessor Plan. 1.44(B)                          
| |                                                    
| | Predecessor Plan Service. 1.56(B)                  
| |                                                    
| | Pre-Entry Compensation. 1.11(H)                    
| |                                                    
| | Pre-Tax Deferral. 1.20(A)                          
| |                                                    
| | Prevailing Wage Contract/Contribution. 1.45        
| |                                                    
| | Prior Year Testing.
 4.11(I)                       
| |                                                    
| | Professional Employer Organization (PEO).
 12.02(D)
| |                                                    
| | Profit Sharing Plan. 1.46                          
| |                                                    
| | Protected Benefit. 1.47                            
| |                                                    
| | Prototype Plan/Master Plan (M&P Plan). 1.48        
| |                                                    
| | QDRO. 1.49                                         
| |                                                    
| | QJSA.  1.06(D),
 6.04(A)(1), 6.04(A)(2)            
| |                                                    
| | QMAC. 1.34(C)                                      
| |                                                    
| | QNEC. 1.37(C)                                      
| |                                                    
| | QPSA.  1.06(E),
 6.04(B)(1)                        
| |                                                    
| | Qualified Military Service. 1.50                   

|                                        |    | 
|--------------------------------------- | -- | 
|© Copyright
 2008 PRUDENTIAL RETIREMENT | 98 | 

---



Defined Contribution Prototype Plan

| |                                                           
| | ----------------------------------------------------------
| | Qualified Termination Administrator (QTA). 11.05(B)(1)    
| |                                                           
| | RBD.  6.02(E)(7)                                          
| |                                                           
| | Reclassified Employees. 1.21(D)(3)                        
| |                                                           
| | Re-Employment Commencement Date. 2.02(C)(4)               
| |                                                           
| | Regular Matching Contribution. 1.34(D)                    
| |                                                           
| | Related Employer. 1.23(C)                                 
| |                                                           
| | Related Employer Service. 1.56(A)                         
| |                                                           
| | Related Group. 1.23(C)                                    
| |                                                           
| | Representative Contribution Rate. 4.10(D)(1)(a)           
| |                                                           
| | Representative Matching Rate. 4.10(D)(2)(a)               
| |                                                           
| | Required Aggregation Group.
 10.06(J)                     
| |                                                           
| | Restated Plan. 1.51                                       
| |                                                           
| | Restricted 401(k) Accounts.
 6.01(C)(4)(b)(ii)            
| |                                                           
| | Restricted Pension Accounts.
 6.01(C)(4)(c)(ii)           
| |                                                           
| | RMD. 6.02(E)(8)                                           
| |                                                           
| | Rollover Contribution. 1.52                               
| |                                                           
| | Roth Deferral.
 1.20(B)                                   
| |                                                           
| | Safe Harbor Contribution.
 1.53, 3.05(E)(1)               
| |                                                           
| | Safe Harbor 401(k) Plan. 1.29(B)                          
| |                                                           
| | Safe Harbor Matching Contribution.
 1.34(I), 3.05(E)(3).  
| |                                                           
| | Safe Harbor Nonelective Contribution.
 1.37(E), 3.05(E)(2)
| |                                                           
| | Salary Reduction Agreement. 1.54                          
| |                                                           
| | Self-Employed Individual.
 1.21(A)                        
| |                                                           
| | Segregated Accounts. 7.04(A)(2)(c)                        
| |                                                           
| | Separation from Service. 1.55                             
| |                                                           
| | Service. 1.56                                             
| |                                                           
| | Severance from Employment. 1.55                           
| |                                                           
| | Signatory Employer. 1.23(A)                               
| |                                                           
| | SIMPLE Contribution.
 1.57, 3.10(E)(1)                    
| |                                                           
| | SIMPLE 401(k) Plan. 1.29(C)                               
| |                                                           
| | SIMPLE Matching Contribution. 1.34(H), 3.10(E)(1).        
| |                                                           
| | SIMPLE Nonelective Contribution. 1.37(D), 3.10(E)(1)      
| |                                                           
| | SLT. 6.02(E)(9)                                           
| |                                                           
| | Sponsor. 1.58                                             
| |                                                           
| | Spouse. 7.05(A)(5)                                        
| |                                                           
| | Standardized Plan. 1.04(A)                                
| |                                                           
| | Subsequent Eligibility Computation Period. 2.02(C)(5)     
| |                                                           
| | Successor Plan. 1.59                                      
| |                                                           
| | Survivor Annuity.
 6.04(A)(4)                             
| |                                                           
| | Target Benefit Contribution. 1.60                         
| |                                                           
| | Target Benefit Plan. 1.60                                 
| |                                                           
| | Taxable Year. 1.61                                        
| |                                                           
| | Testing Year. 4.11(J)                                     
| |                                                           
| | Top-Heavy Minimum Allocation.
 10.06(L)                   
| |                                                           
| | Top-Heavy Ratio.
 10.06(K)                                
| |                                                           
| | Traditional 401(k) Plan. 1.29(A)                          
| |                                                           
| | Transfer. 1.62                                            
| |                                                           
| | Transition Year.
 12.11(A)                                
| |                                                           
| | Trust.  1.63                                              
| |                                                           
| | Trust Fund. 1.64                                          
| |                                                           
| | Trustee. 1.65                                             
| |                                                           
| | ULT.  6.02(E)(10)                                         
| |                                                           
| | USERRA.  1.68                                             
| |                                                           
| | Valuation Date. 1.66, 7.04(B)(2)                          
| |                                                           
| | Valuation Period. 7.04(B)(3)                              
| |                                                           
| | VCY.  6.02(E)(11)                                         
| |                                                           
| | Vested/Vesting.
 1.67                                     
| |                                                           
| | Vesting Computation Period. 5.05(B)                       
| |                                                           
| | Volume Submitter Plan.
 1.69                              
| |                                                           
| | W-2 Wages.
 1.11(B)(1)                                    
| |                                                           
| | Worksite Employee.
 12.02(D)(2)                           
| |                                                           
| | Year of Service. 2.02(A), 5.05(A)                         

| |    |                                       
| | -- | --------------------------------------
| | 99 | © Copyright 2008 PRUDENTIAL RETIREMENT

---



EACA/QACA Amendment

EXHIBIT 10.12.1, DOCUMENT 2 OF 3, State Bank
of Long Island 401(k) Retirement Plan and Trust, as amended, Basic Plan, as
amended

AMENDMENT FOR
EACA AND/OR QACA PROVISIONS

ARTICLE I
PREAMBLE

|    |                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 | Effective date of Amendment. The Employer
 adopts this Amendment to the Plan to include Eligible Automatic Contribution
 Arrangement (EACA) and/or Qualified Automatic Contribution Arrangement (QACA)
 provisions. This Amendment is effective as indicated below for the respective
 provisions.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                   
|1.2 | Superseding of inconsistent
 provisions. This Amendment supersedes the provisions of the
 Plan to the extent those provisions are inconsistent with the provisions of
 this Amendment.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                   
|1.3 | Construction. Except as
 otherwise provided in this Amendment, any reference to Section in this
 Amendment refers only to this Amendment, and is not a reference to the Plan.
 The Article and Section numbering in this Amendment is solely for purposes of
 this Amendment, and does not relate to the Plan article, section or other
 numbering designations.
|    |                                                                                                                                                                                                                                                                                                                                                                   
|1.4 | Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment will remain in
 effect after such restatement unless the provisions in this Amendment are
 restated or otherwise become obsolete (e.g., if the Plan is restated onto a
 plan document which incorporates PPA provisions).                                                   

ARTICLE II
EMPLOYER ELECTIONS

|    |                                                                                                                                                                                                                                                                                     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                |      |                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | Automatic
 Deferral Provisions (for EACA and/or QACA)                                                                                                                                                                                                                              
|    | Does the plan already include automatic deferral provisions that satisfy the elections in
 this Section 2.1.b? (If unsure, complete this Section 2.1.b. to supersede any
 inconsistent provisions - restating an existing provision will not have any
 adverse effect on the Plan.)
|    | a.                                                                                                                                                                                                                                                                                  | [  ] | Yes (skip to 2.2)                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | b.                                                                                                                                                                                                                                                                                  | [X]  | No (complete automatic deferral provisions below)                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                     |      | Participants subject to the
 Automatic Deferral Provisions. The Automatic
 Deferral Provisions apply to Employees who become Participants after the
 Effective Date of the EACA or QACA (except as provided in b.4. below).
 Employees who became Participants prior to such Effective Date are subject to
 the following (if a QACA, must select one of 1.  3.; if an EACA and not a
 QACA, then 1.  4. are optional (see the note below)):
|    |                                                                                                                                                                                                                                                                                     |      | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                             | [  ] | All Participants. All
 Participants, regardless of any prior Salary Reduction Agreement, unless and
 until a Participant makes an Affirmative Election after the Effective Date of
 the EACA or QACA.                              
|    |                                                                                                                                                                                                                                                                                     |      | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                             | [  ] | Election of at least Automatic
 Deferral amount. All Participants, except those who, on the Effective
 Date of the EACA or QACA, are deferring an amount which is at least equal to
 the Automatic Deferral Percentage.            
|    |                                                                                                                                                                                                                                                                                     |      | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                             | [X]  | No existing Salary Reduction
 Agreement. All Participants, except those who have in effect a Salary Reduction
 Agreement on the effective date of the EACA or QACA regardless of the
 Elective Deferral amount under the Agreement.
|    |                                                                                                                                                                                                                                                                                     |      | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                             | [  ] | Describe (EACA only): _____________________________________________________.                                                                                                                                                       

| |  |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |  | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Note: |  | If
 an EACA and not a QACA and one of 1.  3. are not elected (i.e., EACA does
 not apply to existing Participants), then the six-month period for relief
 from the excise tax under code Section 4979(f)(1) will not apply. In
 addition, effective for Plan Years beginning on or after January 1, 2010, the
 six-month period for relief from the excise tax will only apply if all highly
 compensated employees and nonhighly compensated employees (both as defined in
 Treasury Regulations Section 1.401(k)-2(a)(6)) are covered Employees under
 the EACA for the entire Plan Year (or for the portion of the Plan Year that
 such Employees are Eligible Employees under the Plan within the meaning of
 Code Section 410(b)).

| |  |  |                                                                                                                                                                               |     |                                                                                                                                                                                     |      |                                                                                                                                                                                            
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Automatic Deferral Percentage. Unless a Participant makes an Affirmative Election, the Employer will
 withhold the following Automatic Deferral Percentage (select 5. or 6.):
| |  |  | 5.                                                                                                                                                                            | [X] | Constant. The Employer will withhold 3% (if a QACA, must be no less than
 3% with escalation, or 6% without escalation, and no more than 10%) of
 Compensation each payroll period.
| |  |  |                                                                                                                                                                               |     | Escalation of deferral
 percentage (select one of a. through c. and complete d., or leave blank if
 not applicable)                                                                
| |  |  |                                                                                                                                                                               |     | a.                                                                                                                                                                                  | [  ] | Scheduled increases. This initial
 percentage will increase by _______% of Compensation per year up to a maximum of _______% of
 Compensation. (This option may not be selected if a QACA).

© 2009 The Prudential
Insurance Company of America (PICA)

Page 1 of 8

---



EACA/QACA
Amendment

| |  |  |  |  |    |      |                                                                             
| |  |  |  |  | -- | ---- | ----------------------------------------------------------------------------
| |  |  |  |  | b. | [  ] | QACA scheduled increases. This initial
 percentage will increase as follows:

| |                      |  |                                      
| | -------------------- |  | -------------------------------------
| | Participation
Period |  | Deferral
Percentage                  
| |                      |  |                                      
| | 2nd
 year            |  | ______
 (minimum = 4%, maximum = 10%)
| | 3rd
 year            |  | ______
 (minimum = 5%, maximum = 10%)
| | 4th
 year            |  | ______
 (minimum = 6%, maximum = 10%)
| | 5th
 year            |  | ______
 (maximum = 10%)              
| | 6th
 year            |  | ______
 (maximum = 10%)              
| | 7th
 year            |  | ______
 (maximum = 10%)              
| | 8th
 year            |  | ______
 (maximum = 10%)              

| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                           |                                                                         
| |  |  | -------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------
| |  |  |                                        |      | c.                                                                                                                                                                                                                                                                                                                                                        | [X]  | Other (described Automatic Deferral Percentage): This initial percentage
 will increase by 1% (up to a maximum deferral of 10%) each Plan Year beginning
 after the Plan Year following the Plan Year in which the first contributions
 are made pursuant to a default election. (in order to satisfy the QACA
 requirements (if applicable), an alternative Automatic Deferral amount
 schedule must require, for each Plan Year, an Automatic Deferral Percentage
 that is at least equal to the Automatic Deferral Percentage described in
 Section 4.3).
| |  |  |                                        |      | d.                                                                                                                                                                                                                                                                                                                                                        | [X]  | Escalation date. The scheduled
 increases will apply with the first payroll period following (choose one if
 a, b, or c was selected above):                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           | 1.   | [  ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Each
 anniversary of the Participants date of hire.                                                                                                     
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           | 2.   | [  ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Each
 anniversary of the Participants plan entry date.                                                                                                  
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           | 3.   | [  ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Each
 anniversary of the Plan Year as follows (choose one):                                                                                              
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           |      | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [  ]                                                                                                                                                      | Apply
 the scheduled increase starting with the first plan anniversary. 
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           |      | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [  ]                                                                                                                                                      | Apply
 the scheduled increase starting with the second plan anniversary.
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           | 4.   | [X]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The
 first of January (date) (Choose one of the following options)                                                                                       
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           |      | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [X]  For
 Participants automatically enrolled before this date in the calendar year,
 apply the scheduled increase starting in the current calendar year.
| |  |  |                                        |      |                                                                                                                                                                                                                                                                                                                                                           |      | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [  ]   For
 Participants automatically enrolled before this date in the calendar year,
 apply the scheduled increase starting in the next calendar year. 
| |  |  | 6.                                     | [  ] | QACA Statutory scheduled
 increases. The Employer will withhold from a Participants Compensation each
 payroll period the minimum QACA automatic deferral amount as described in
 Section 4.3.                                                                                                                                                          
| |  |  | Automatic Deferral Optional
 Elections
| |  |  | 7.                                     | [  ] | Optional
 elections (select all that apply or leave blank if not
 applicable)                                                                                                                                                                                                                                                                            
| |  |  |                                        |      | Type of Elective Deferral. The automatic deferral is a Pre-Tax Elective Deferral unless selected
 below:                                                                                                                                                                                                                                                 
| |  |  |                                        |      | a.                                                                                                                                                                                                                                                                                                                                                        | [  ] | The
 automatic deferral is a Roth Elective Deferral (may only be selected if the
 Plan permits Roth Elective Deferrals).                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  |                                        |      | Suspended Deferrals. If a Participants Elective Deferrals are suspended pursuant to a
 provision of the Plan (e.g., due to a hardship distribution or distribution
 due to military leave covered by the HEART Act), then a Participants
 Affirmative Election will expire on the date the period of suspension begins
 unless otherwise elected below.
| |  |  |                                        |      | b.                                                                                                                                                                                                                                                                                                                                                        | [  ] | A
 Participants Affirmative Election will resume after the suspension period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |                                        |      | Special Effective Date. Provisions will be effective as of the earlier of the Effective Date
of the EACA or QACA provisions of Sections 2.2 or 2.3 unless otherwise
specified below.                                                                                                                                                                     
| |  |  |                                        |      | c.                                                                                                                                                                                                                                                                                                                                                        | [  ] | Special Effective Date: _____                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|    |                                                      |      |                                                                                                                                                                                                                                                                                                                     |                                                                           |                                                                                                                             |                                                                                                                                                                    
|--- | ---------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 | EACA.
 (Eligible Automatic Contribution Arrangement)
|    | a.                                                   | [  ] | N/A (skip to 2.3)                                                                                                                                                                                                                                                                                                  
|    | b.                                                   | [X]  | Applies (also select if plan is a QACA and the Employer
 wants to permit EACA withdrawal rights)                                                                                                                                                                                                                   
|    |                                                      |      | Effective
 Date (enter date)                                                                                                                                                                                                                                                                                       
|    |                                                      |      | 1.                                                                                                                                                                                                                                                                                                                  | EACA Effective Date: January 1, 2008 (not earlier than December 31, 2007)
|    |                                                      |      |                                                                                                                                                                                                                                                                                                                     | EACA
 Termination Date (leave blank if
 not applicable)                  
|    |                                                      |      |                                                                                                                                                                                                                                                                                                                     | a.                                                                        | [  ]                                                                                                                        | EACA provisions no longer apply. The EACA provisions
 applied as of the Effective Date specified in 1. but the provisions no longer
 apply effective as of: ______.
|    |                                                      |      | Permissible
 Withdrawals. Does the Plan permit
 Participant permissible withdrawals (as defined in Amendment Section 3.4)
 within 90 days (or less) of first automatic deferral? (select one)                                                                                                                      
|    |                                                      |      | 2.                                                                                                                                                                                                                                                                                                                  | [  ]                                                                      | No                                                                                                                         
|    |                                                      |      | 3.                                                                                                                                                                                                                                                                                                                  | [X]                                                                       | Yes, within 90 days of first automatic deferral                                                                            
|    |                                                      |      | 4.                                                                                                                                                                                                                                                                                                                  | [  ]                                                                      | Yes, within: ______days (may not be less than 30 nor more
 than 90 days)                                                   
|    |                                                      |      | Affirmative Election. For Plan Years
 beginning on or after January 1, 2010, will Participants who make an Affirmative
 Election continue to be covered by the EACA provisions (i.e., their
 Affirmative Election will remain intact but they must receive an annual
 notice)? (select one; leave blank if a
 QACA)
|    |                                                      |      | 5.                                                                                                                                                                                                                                                                                                                  | [  ]                                                                      | Yes (if selected, then the annual notice must be provided
 to Participants).                                               
|    |                                                      |      | 6.                                                                                                                                                                                                                                                                                                                  | [  ]                                                                      | No (if selected, then the Plan cannot use the six-month
 period for relief from the excise tax of Code Section 4979(f)(1)).

©2009 The Prudential Insurance
Company of America (PICA)

Page 2 of 8

---



EACA/QACA Amendment

|    |                                                       |      |                                                                                                           |                                                                           |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                    |                                                                                                                                                                   
|--- | ----------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.3 | QACA.
 (Qualified Automatic Contribution Arrangement)
|    | a.                                                    | [  ] | N/A                                                                                                      
|    | b.                                                    | [X]  | Applies                                                                                                  
|    |                                                       |      | Effective
 Date (enter date)                                                                             
|    |                                                       |      | 1.                                                                                                        | QACA Effective Date: January 1, 2008 (not earlier than December 31, 2007)
|    |                                                       |      |                                                                                                           | QACA
 Termination Date (leave blank if
 not applicable)                  
|    |                                                       |      |                                                                                                           | a.                                                                        | [  ]                                                                                                                                                                                                                                                                                                                                                                        | QACA provisions no longer apply. The QACA provisions
 applied as of the effective date specified in 1. but the provisions no longer
 apply effective as of: _____.
|    | QACA Safe
 Harbor Contribution (select c. or d.)     
|    | c.                                                    | [X]  | Safe Harbor
 matching contribution equal to (select 1. or 2. AND
 one of 3. - 6.)                        
|    |                                                       |      | 1.                                                                                                        | [X]                                                                       | Basic
 match. The sum of 100% of a Participants Elective
 Deferrals that do not exceed 1% of Participants Compensation, plus 50% of
 the Participants Elective Deferrals that exceed 1% of the Participants
 Compensation but do not exceed 6% of the Participants Compensation.                                                                                      
|    |                                                       |      | 2.                                                                                                        | [  ]                                                                      | Enhanced
 match. The sum of:                                                                                                                                                                                                                                                                                                                                               
|    |                                                       |      |                                                                                                           |                                                                           | a.                                                                                                                                                                                                                                                                                                                                                                          | [  ]                                                                                                                                                               | _____% (may not be less than 100%) of a
 Participants Elective Deferrals that do not exceed _____% of the
 Participants Compensation, plus                      
|    |                                                       |      |                                                                                                           |                                                                           | b.                                                                                                                                                                                                                                                                                                                                                                          | [  ]                                                                                                                                                               | _____% of the Participants Elective Deferrals
 that exceed _____% of the Participants Compensation but do not exceed
 ______% of the Participants Compensation.
|    |                                                       |      | Note:                                                                                                     |                                                                           | To be an ACP safe harbor, cannot match deferrals
 exceeding 6% of Compensation.                                                                                                                                                                                                                                                                                            
|    |                                                       |      | Note:                                                                                                     |                                                                           | The
 matching rate may not increase as the Elective Deferral percentage increases.                                                                                                                                                                                                                                                                                         
|    |                                                       |      |                                                                                                           |                                                                           |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                    |                                                                                                                                                                   
|    |                                                       |      | AND, the safe harbor
 matching contribution will be based on Elective Deferrals and Compensation
 during:
|    |                                                       |      | 3.                                                                                                        | [X]                                                                       | the
 entire Plan Year.                                                                                                                                                                                                                                                                                                                                                     
|    |                                                       |      | 4.                                                                                                        | [  ]                                                                      | each
 payroll period.                                                                                                                                                                                                                                                                                                                                                      
|    |                                                       |      | 5.                                                                                                        | [  ]                                                                      | each
 month.                                                                                                                                                                                                                                                                                                                                                               
|    |                                                       |      | 6.                                                                                                        | [  ]                                                                      | each
 Plan Year quarter.                                                                                                                                                                                                                                                                                                                                                   
|    | d.                                                    | [  ] | Safe Harbor
 nonelective contribution (select one)                                                       
|    |                                                       |      | 1.                                                                                                        | [  ]                                                                      | 3%
 contribution. 3% of each
 Participants Compensation.                                                                                                                                                                                                                                                                                                                  
|    |                                                       |      | 2.                                                                                                        | [  ]                                                                      | Stated
 contribution _____% (may not be less than 3%) of each Participants Compensation.                                                                                                                                                                                                                                                                                  
|    |                                                       |      | 3.                                                                                                        | [  ]                                                                      | Maybe
 election. In connection with the Employers provision of
 the safe harbor notice under the Plans delayed safe harbor adoption provisions
 pursuant to Treasury Regulations Section 1.401(k)-3(f), the Employer elects
 into safe harbor status by giving the supplemental notice and by amending the
 Plan to provide for a Safe Harbor nonelective contribution.
|    | Vesting (select one)                                 
|    | e.                                                    | [  ] | 100% immediate vesting                                                                                   
|    | f.                                                    | [  ] | 100% after two years                                                                                     
|    | g.                                                    | [X]  | Modified:                                                                                                

| |                  |  |          |     |  
| | ---------------- |  | -------- | --- | -
| | Years
of Service |  | Vested % |    
| |                  |  |          |    
| | Less
 than 1     |  |          | 0   | %
| |                  |  |          |     |  
| | 1                |  |          | 100 | %
| |                  |  |          |     |  
| | 2                |  |          | 100 | %

| |                                                                                                                                                                                           |      |                                      |      |                                                                                                                                                                                                                   |      |                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------------ | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For purposes of the QACA Safe Harbor Contribution, the term Participant
means any Participant who is eligible to make Elective Deferrals with the
following exclusions: (select h. or i.)
| | h.                                                                                                                                                                                        | [X]  | N/A.
 No exclusions.                
| | i.                                                                                                                                                                                        | [  ] | Exclusions
 (select all that apply):
| |                                                                                                                                                                                           |      | 1.                                   | [  ] | Highly
 Compensated Employees.                                                                                                                                                                                   
| |                                                                                                                                                                                           |      | 2.                                   | [  ] | Employees
 who have not satisfied the greatest minimum age and service conditions
 permitted under Code Section 410(a) (i.e., age 21 and 1 Year of Service) with
 the following effective date of participation: 
| |                                                                                                                                                                                           |      |                                      |      | a.                                                                                                                                                                                                                | [  ] | The
 earlier of the first day of the first month or the first day of the seventh
 month of the Plan Year immediately following such conditions are satisfied.                         
| |                                                                                                                                                                                           |      |                                      |      | b.                                                                                                                                                                                                                | [  ] | The
 first day of the Plan Year in which the requirements are met.                                                                                                                    
| |                                                                                                                                                                                           |      |                                      |      | c.                                                                                                                                                                                                                | [  ] | Other: ________(no later than the earlier of (a) 6
 months after such requirements are satisfied, or (b) the first day of the
 first Plan Year after such requirements are satisfied).
| |                                                                                                                                                                                           |      | 3.                                   | [  ] | Other:
 ______ (must be a Highly Compensated Employee or an Employee who can be
 excluded under the permissive or mandatory disaggregation rules of
 Regulations Sections 1.401(k)-1(b)(4) and 1.401(m)-1(b)(4)).

©2009 The Prudential Insurance
Company of America (PICA)

Page 3 of 8

---



EACA/QACA Amendment

| |                                                                                                                                                                                                                                            |      |                                                                                                       |      |                                                                                                                                                                                                                                                                                                    |  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ----------------------------------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | AND, if the Plan includes matching contributions
(other than any QACA safe harbor matching contribution selected above), will
such matching contributions be made during any Plan Year in which the QACA
provisions are used? (select one)
| | j.                                                                                                                                                                                                                                         | [X]  | N/A.
 There are no other matching contributions.                                                     
| | k.                                                                                                                                                                                                                                         | [  ] | Other
 matching contributions will not be made for any Plan Year in which the QACA
 provisions apply.
| | l.                                                                                                                                                                                                                                         | [  ] | Other
 matching contributions will continue to be made.                                              
| |                                                                                                                                                                                                                                            |      | If
 selected, will the Plan use the ACP test safe harbor provisions? (select one)                    
| |                                                                                                                                                                                                                                            |      | 1.                                                                                                    | [  ] | No.                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                            |      | 2.                                                                                                    | [  ] | Yes.
 Elective Deferrals in excess of 6% of Compensation will not be taken into
 account in applying the match; the total amount of any discretionary matching
 contribution is limited to 4% of Compensation; and no allocation conditions
 will apply to the matching contribution in such year.

ARTICLE III
ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | Eligible Automatic Contribution
 Arrangement (EACA). If elected in Amendment Section 2.2, then
 effective as of the date specified therein, the Employer maintains a Plan
 with automatic enrollment provisions as an Eligible Automatic Contribution
 Arrangement (EACA). Accordingly, the Plan will satisfy the (1) uniformity
 requirements under Amendment Section 3.2, and (2) notice requirements under
 Amendment Section 3.3.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2 | Uniformity. The Automatic
 Deferral Percentage must be a uniform percentage of Compensation. All
 Participants in the EACA, as defined in Amendment Section 2.1, are subject to
 Automatic Deferrals, except to the extent otherwise provided in Amendment
 Section 2.2. If a Participants Affirmative Election expires or otherwise
 ceases to be in effect, the Participant will immediately thereafter be
 subject to Automatic Deferrals, except to the extent otherwise provided in
 Amendment Section 2.2. However, the Plan does not violate the uniform
 Automatic Deferral Percentage merely because the Plan applies any of the
 following provisions:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Years of participation. The Automatic
 Deferral Percentage varies based on the number of plan years the Participant
 has participated in the Plan while the Plan has applied EACA provisions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | No reduction from prior default
 percentage. The Plan does not reduce an Automatic Deferral
 Percentage that, immediately prior to the EACAs effective date was higher
 (for any Participant) than the Automatic Deferral Percentage;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Applying statutory limits. The Plan limits
 the Automatic Deferral amount so as not to exceed the limits of Code Sections
 401(a)(17), 402(g) (determined without regard to Age 50 Catch-Up Deferrals),
 or 415;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | No deferrals during hardship
 suspension. The Plan does not
 apply the Automatic Deferral during the period of suspension, under the
 Plans hardship distribution provisions, of Participants right to make
 Elective Deferrals to the Plan following a hardship distribution; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Disaggregated groups. The Plan applies
 different default percentages to different groups if the groups can be
 disaggregated under Regulations Section 1.401(k)-1(b)(4) (e.g., collectively
 bargained employees or different employers in a multiple employer plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.3 | EACA notice. The Plan
 Administrator annually will provide a notice to each Participant a reasonable
 period prior to each plan year the Employer maintains the Plan as an EACA (EACA
 Plan Year).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Deemed reasonable notice/new
 Participant. The Plan
 Administrator is deemed to provide timely notice if the Plan Administrator
 provides the EACA notice at least 30 days and not more than 90 days prior to
 the beginning of the EACA Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Mid-year notice/new Participant
 or Plan. If: (a) an Employee becomes eligible to
 make Elective Deferrals in the Plan during an EACA Plan Year but after the
 Plan Administrator has provided the annual EACA notice for that plan year; or
 (b) the Employer adopts mid-year a new Plan as an EACA, the Plan
 Administrator must provide the EACA notice no later than the date the
 Employee becomes eligible to make Elective Deferrals. However, if it is not
 practicable for the notice to be provided on or before the date an Employee
 becomes a Participant, then the notice will nonetheless be treated as
 provided timely if it is provided as soon as practicable after that date and
 the Employee is permitted to elect to defer from all types of Compensation that
 may be deferred under the Plan earned beginning on that date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Content. The EACA notice
 must provide comprehensive information regarding the Participants rights and
 obligations under the Plan and must be written in a manner calculated to be
 understood by the average Participant in accordance with applicable guidance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

©2009 The Prudential Insurance
Company of America (PICA)

Page 4 of 8

---



EACA/QACA Amendment

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.4 | EACA permissible withdrawal. If elected in Amendment Section 2.2, a Participant who has Automatic
 Deferrals under the EACA may elect to withdraw all the Automatic Deferrals
 (and allocable earnings) under the provisions of this Amendment Section 3.4.
 Any distribution made pursuant to this Section will be processed in
 accordance with normal distribution provisions of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Amount. If a Participant
 elects a permissible withdrawal under this Section, then the Plan must make a
 distribution equal to the amount (and only the amount) of the Automatic
 Deferrals made under the EACA (adjusted for allocable gains and losses to the
 date of the distribution). The Plan may separately account for Automatic
 Deferrals, in which case the entire account will be distributed. If the Plan
 does not separately account for the Automatic Deferrals, then the Plan must
 determine earnings or losses in a manner similar to the refund of excess
 contributions for a failed actual deferral percentage test.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Fees. Notwithstanding the above, the Plan Administrator may reduce the
 permissible distribution amount by any generally applicable fees. However,
 the Plan may not charge a greater fee for distribution under this Section
 than applies to other distributions. The Plan Administrator may adopt a
 policy regarding charging such fees consistent with this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Timing. The Participant may make an election to withdraw the Automatic
 Deferrals under the EACA no later than 90 days, or such shorter period as
 specified in Amendment Section 2.2, after the date of the first Automatic
 Deferral under the EACA. For this purpose, the date of the first Automatic
 Deferral is the date that the Compensation subject to the Automatic Deferral
 otherwise would have been includible in the Participants gross income. For
 this purpose, EACAs under the Plan are aggregated, except that the mandatory
 disaggregation rules of Code Section 410(b) apply. Furthermore, a
 Participants withdrawal right is not restricted due to the Participant
 making an Affirmative Election during the 90 day period (or shorter period as
 specified in Amendment Section 2.2).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Rehired Employees. For purposes of Amendment Section 3.4(c) above, an Employee who for an
 entire Plan Year did not have contributions made pursuant to a default
 election under the EACA will be treated as having not had such contributions
 for any prior Plan Year as well.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Effective date of the actual
 withdrawal election. The effective date of the permissible withdrawal
 will be as soon as practicable, but in no event later than the earlier of (1)
 the pay date of the second payroll period beginning after the election is
 made, or (2) the first pay date that occurs at least 30 days after the
 election is made. The election will also be deemed to be an Affirmative
 Election to have no Elective Deferrals made to the Plan.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Related matching contributions. The Plan Administrator will not take any deferrals withdrawn pursuant
 to this section into account in computing the contribution and allocation of
 matching contributions. If the Employer has already allocated matching
 contributions to the Participants account with respect to deferrals being
 withdrawn pursuant to this Section, then the matching contributions, as
 adjusted for gains and losses, must be forfeited. Except as otherwise
 provided, the Plan will use the forfeited contributions to reduce future
 contributions or to reduce plan expenses.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Treatment of withdrawals. With regard to deferrals withdrawn pursuant to this Section: (1) the
 Plan Administrator will disregard such deferrals in the Actual Deferral
 Percentage Test (if applicable); (2) the Plan Administrator will disregard
 such deferrals for purposes of the limitation on deferrals under Code Section
 402(g); (3) such deferrals are not subject to the consent requirements of
 Code Sections 401(a)(11) or 417. The Plan Administrator will disregard any
 matching contributions forfeited under paragraph 3.4(f) in the Actual
 Contribution Percentage Test (if applicable).                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.5 | Compensation. Compensation for
 purposes of determining the amount of Automatic Deferrals has the same
 meaning as Compensation with regard to Elective Deferrals in general.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.6 | Excise tax on Excess
 Contributions and Excess Aggregate Contributions. Any Excess
 Contributions and Excess Aggregate Contributions which are distributed more
 than six months (rather than 2 1/2 months) after the end of the Plan Year
 will be subject to the ten percent (10%) Employer excise tax imposed by Code
 Section 4979. However, effective for Plan Years beginning on or after
 January 1, 2010, the preceding sentence will apply only where all highly
 compensated employees and nonhighly compensated employees (both as defined in
 Treasury Regulations Section 1.401(k)-2(a)(6)) are covered Employees under
 the EACA for the entire Plan Year (or for the portion of the Plan Year that
 such Employees are eligible Employees under the plan within the meaning of
 Code Section 410(b)).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.7 | Definitions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Definition of Automatic
 Deferral. An Automatic Deferral is an Elective Deferral that results from the
 operation of this Article III. Under the Automatic Deferral, the Employer
 automatically will reduce by the Automatic Deferral Percentage elected in
 this Amendment the Compensation of each Participant subject to the EACA, as
 specified in Amendment Section 2.2. The Plan Administrator will cease to
 apply the Automatic Deferral to a Participant who makes an Affirmative
 Election as defined in this Amendment Section 3.7.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Definition of Automatic Deferral
 Percentage/Increases. The Automatic Deferral Percentage is the
 percentage of Automatic Deferral which the Employer elects in Amendment
 Section 2.1 or elsewhere in the Plan (including any scheduled increase to the
 Automatic Deferral Percentage the Employer may elect).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

©2009 The Prudential Insurance
Company of America (PICA)

Page 5 of 8

---



EACA/QACA Amendment

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Effective date of EACA Automatic
 Deferral. The effective date of an Employees Automatic Deferral will be as
 soon as practicable after the Employee is subject to Automatic Deferrals
 under the EACA, consistent with (a) applicable law, and (b) the objective of
 affording the Employee a reasonable period of time after receipt of the
 notice to make an Affirmative Election (and, if applicable, an investment
 election).                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | Definition of Affirmative Election. An Affirmative Election is a Participants election made after the
 EACAs effective date not to defer any Compensation or to defer more or less
 than the Automatic Deferral Percentage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | Effective Date of Affirmative
 Election. A Participants Affirmative Election
 generally is effective as of the first payroll period which follows the
 payroll period in which the Participant made the Affirmative Election.
 However, a Participant may make an Affirmative Election which is effective:
 (a) for the first payroll period in which he or she becomes a Participant if
 the Participant makes an Affirmative Election within a reasonable period
 following the Participants entry date and before the Compensation to which
 the Election applies becomes currently available; or (b) for the first
 payroll period following the EACAs effective date, if the Participant makes
 an Affirmative Election not later than the EACAs effective date.

ARTICLE IV
QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1 | Qualified Automatic Contribution
 Arrangement (QACA). Effective for Plan Years beginning on or after
 the date specified in Amendment Section 2.3, the Employer maintains a Plan
 with automatic enrollment provisions as a Qualified Automatic Contribution
 Arrangement (QACA). Accordingly, the Plan will satisfy the automatic
 enrollment provisions of this Article IV regarding: (1) the Participants
 subject to the QACA, as described in Amendment Section 4.2; (2) the Automatic
 Deferral amount requirements described in Amendment Section 4.3; and (3) the
 uniformity requirements as described in Amendment Section 4.4. Except as
 modified in this Article IV, the Plans safe harbor 401(k) plan provisions
 apply to this QACA. The Employer will provide Safe Harbor Contributions as
 specified in Amendment Section 2.3, to the Participants specified in
 Amendment Section 2.3.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2 | Participants subject to the
 QACA. The QACA will apply the Automatic Deferral Percentage to all
 Participants as elected in Amendment Section 2.1. If a Participants Affirmative
 Election expires or otherwise ceases to be in effect, the Participant will
 immediately thereafter be subject to Automatic Deferrals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.3 | QACA Automatic Deferral amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Automatic Deferral limits. Except as provided in Amendment Section 4.4 (relating to uniformity
 requirements), the Plan must apply to all Participants subject to the QACA as
 described in Amendment Section 4.2, a uniform Automatic Deferral amount, as a
 percentage of each Participants Compensation, which does not exceed 10%, and
 which is at least the following minimum amount:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Initial period. 3% for the
 period that begins when the Participant first has contributions made pursuant
 to a default election under the QACA and ends on the last day of the
 following Plan Year;                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Third Plan Year. 4% for the third Plan Year of the Participants participation in the
 QACA;                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Fourth Plan Year. 5% for the fourth Plan Year of the Participants participation in the
 QACA; and                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Fifth and later Plan Years. 6% for the fifth Plan Year of the Participants participation in the
 QACA and for each subsequent Plan Year.                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | For
 purposes of the above, the Plan will treat an Employee who for an entire Plan
 Year did not have contributions made pursuant to a default election under the
 QACA as not having made such contributions for any prior Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.4 | Uniformity. The Plan satisfies the uniformity
requirement if the Plan provides an Automatic Deferral Percentage that is a
uniform percentage of Compensation. However, the Plan does not violate the
uniform Automatic Deferral Percentage merely because:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Years of participation. The Automatic
 Deferral Percentage varies based on the number of plan years the Participant
 has participated in the Plan while the Plan has applied QACA provisions; or                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No reduction from prior default
 percentage. The Plan does not reduce an Automatic Deferral
 Percentage that, immediately prior to the QACAs effective date provisions
 was higher (for any Participant) than the Automatic Deferral Percentage.                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Applying statutory limits. The Plan limits
 the Automatic Deferral amount so as not to exceed the limits of Code
 §§401(a)(17), 402(g) (determined without regard to Age 50 Catch-Up
 Deferrals), or 415; or                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No deferrals during hardship
 suspension. The Plan does not
 apply the Automatic Deferral during the period of suspension, under the
 Plans hardship distribution provisions, of Participants right to make
 Elective Deferrals to the Plan following a hardship distribution.

©2009 The Prudential Insurance
Company of America (PICA)

Page 6 of 8

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EACA/QACA Amendment

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5  | Safe harbor notice. The Plans safe
 harbor notice provisions apply, except the Employer must provide the initial
 QACA safe harbor notice sufficiently early so that an Employee has a
 reasonable period after receiving the notice and before the first Automatic
 Deferral to make an Affirmative Election. In addition, the notice will state:
 (i) the Automatic Deferral amount that will apply in absence of the
 Employees affirmative election; (ii) the Employees right to elect not to
 have any Automatic Deferral amount made on the Employees behalf or to elect
 to make Elective Deferrals in a different amount or percentage of
 Compensation; and (iii) how the Plan will invest the Automatic Deferrals.
 However, if it is not practicable for the notice to be provided on or before
 the date an Employee becomes a Participant, then the notice nonetheless will
 be treated as provided timely if it is provided as soon as practicable after that
 date and the Employee is permitted to elect to defer from all types of
 Compensation that may be deferred under the Plan earned beginning on that
 date.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.6  | Distributions. A Participants
 Account Balance attributable to QACA Safe Harbor Contributions is subject to
 the distribution restrictions described in the Plan that apply to any safe
 harbor contributions. If the Plan does not have distribution provisions for
 safe harbor contributions, then the distribution provisions applicable to
 Elective Deferrals will apply. However, QACA Safe Harbor Contributions are
 not distributable on account of a Participants hardship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.7  | Vesting. A Participants
 Account Balance attributable to QACA Safe Harbor Contributions is vested in
 accordance with the vesting schedule election at Amendment Section 2.3. If
 the Plan already defines Year of Service for purposes of vesting, then that
 definition applies to this QACA vesting schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.8  | Compensation. Compensation for
 purposes of determining the QACA Automatic Deferral Percentage has the same
 meaning as Compensation with regard to Elective Deferrals in general, and
 Compensation for purposes of allocating the QACA Safe Harbor Contributions
 means Compensation as defined under the Plan for purposes of safe harbor contributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.9  | Definitions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Definition of Automatic
 Deferral. An Automatic Deferral is an Elective Deferral that results from the
 operation of this Article IV. Under the Automatic Deferral, the Employer
 automatically will reduce by the Automatic Deferral Percentage elected in
 this Amendment the Compensation of each Participant subject to the QACA, as
 specified in this Article IV. The Plan Administrator will cease to apply the
 Automatic Deferral to a Participant who makes an Affirmative Election as
 defined in this Amendment Section 4.9.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Definition of Automatic Deferral
 Percentage/Increases. The Automatic Deferral Percentage is the
 percentage of Automatic Deferral which the Employer elects in Amendment
 Section 2.1 (including any scheduled increase to the Automatic Deferral
 Percentage the Employer may elect).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Effective date of QACA Automatic
 Deferral. The effective date of an Employees Automatic Deferral will be as
 soon as practicable after the Employee is subject to Automatic Deferrals
 under the QACA, consistent with (a) applicable law, and (b) the objective of
 affording the Employee a reasonable period of time after receipt of the
 notice to make an Affirmative Election (and, if applicable, an investment
 election). However, in no event will the Automatic Deferral be effective
 later than the earlier of (a) the pay date for the second payroll period that
 begins after the date the QACA safe harbor notice (described in
 Section 4.5) is provided to the Employee, or (b) the first pay date that
 occurs at least 30 days after the QACA safe harbor notice is provided to the
 Employee.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Definition of Affirmative
 Election. An Affirmative Election is a Participants
 election made after the QACAs Effective Date not to defer any Compensation
 or to defer more or less than the Automatic Deferral Percentage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Effective Date of Affirmative
 Election. A Participants Affirmative Election
 generally is effective as of the first payroll period which follows the
 payroll period in which the Participant made the Affirmative Election.
 However, a Participant may make an Affirmative Election which is effective:
 (a) for the first payroll period in which he/she becomes a Participant if the
 Participant makes an Affirmative Election within a reasonable period
 following the Participants Entry Date and before the Compensation to which
 the Election applies becomes currently available; or (b) for the first
 payroll period following the QACAs effective date, if the Participant makes
 an Affirmative Election not later than the QACAs effective date.                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.10 | Incorporation by reference. The Plans safe harbor 401(k) plan provisions apply to the QACA
 established under this Amendment in the same manner as the Plans safe harbor
 provisions would apply to a safe harbor plan for a plan year beginning in
 2007 (whether or not the employer has elected to adopt a safe harbor 401(k)
 in 2007 or any other year), but substituting QACA Safe Harbor Matching
 Contribution for pre-2008 safe harbor matching contribution, and otherwise
 making the modifications described in this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

*  *  *  *  *  *

©2009 The Prudential Insurance
Company of America (PICA)

Page 7 of 8

---



EACA/QACA Amendment

This Amendment has been
executed this _____ day of _________________________, _______.

Name of Plan: State Bank
of Long Island 401(k) Retirement Plan and Trust

Name of Employer: State
Bank of Long Island

|    |         
|--- | --------
|By: |         
|    |         
|    | EMPLOYER

©2009 The Prudential Insurance
Company of America (PICA)

Page 8 of 8

---



HEART/WRERA - Sponsor

EXHIBIT 10.12.1, DOCUMENT 3 OF 3, State Bank
of Long Island 401(k) Retirement Plan and Trust, as amended, Basic Plan, as
amended

AMENDMENT FOR 
HEART AND WRERA
(Defined Contribution Plan)

ARTICLE I
PREAMBLE

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 | Effective date of Amendment. The Employer,
 or if applicable, the sponsor on behalf of the Employer, adopts this
 Amendment to the Plan to reflect recent law changes. This Amendment is
 effective as indicated below for the respective provisions.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.2 | Superseding of inconsistent provisions. This
 Amendment supersedes the provisions of the Plan to the extent those
 provisions are inconsistent with the provisions of this Amendment.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.3 | Employers election. The Employer adopts all
 the default provisions of this Amendment except as otherwise elected in
 Article II.                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.4 | Construction. Except as otherwise provided
 in this Amendment, any reference to Section in this Amendment refers only
 to sections within this Amendment, and is not a reference to the Plan. The
 Article and Section numbering in this Amendment is solely for purposes of
 this Amendment, and does not relate to any Plan article, section or other
 numbering designations.                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.5 | Effect of restatement of Plan. If the
 Employer restates the Plan, then this Amendment shall remain in effect after
 such restatement unless the provisions in this Amendment are restated or
 otherwise become obsolete (e.g., if the Plan is restated onto a plan document
 which incorporates these HEART and WRERA provisions).                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.6 | Adoption by prototype sponsor. Except as
 otherwise provided herein, pursuant to the provisions of the Plan, the
 prototype sponsor hereby adopts this Amendment on behalf of all adopting
 employers. The adoption by the sponsor becomes applicable with respect to an
 adopting Employers Plan as of the last day of the first Plan Year beginning
 after December 31, 2009, unless the Employer individually adopts this
 Amendment, or an alternative amendment, prior to such date.

ARTICLE II
EMPLOYER ELECTIONS

The Employer only needs to complete the questions in Sections 2.2
through 2.3 below in order to override the default provisions set forth below.
If the Plan will use all of the default provisions, then nothing needs to be
checked below and the Employer does not need to execute this Amendment.

|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | Default Provisions. Unless the Employer
 elects otherwise in this Article, the following defaults will apply:
|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | a.                                                                                                            | Continued benefit accruals pursuant to the Heroes Earnings Assistance
 and Relief Tax Act of 2008 (HEART Act) are not provided.                                                                                                                                                                                                                                                                                
|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | b.                                                                                                            | Differential wage payments are treated as Compensation for all Plan
 benefit purposes.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | c.                                                                                                            | The Plan does not permit distributions pursuant to the HEART Act on
 account of deemed severance of employment.                                                                                                                                                                                                                                                                                              
|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | d.                                                                                                            | For those Participants and Beneficiaries who had been receiving
 Required Minimum Distributions (RMDs) prior to 2009, RMDs were continued
 unless a Participant or Beneficiary elected to suspend such distributions.
 For those Participants and Beneficiaries who had not been receiving RMDs
 prior to 2009, RMDs were suspended unless a Participant or Beneficiary
 elected to receive such distributions.
|    |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                
|2.2 | HEART ACT provisions (Article III).                                                                          

| |                                                                                         |      |                                                                                  |      |                                                                                      
| | --------------------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------
| | Continued benefit accruals. Amendment
 Section 3.2 will not apply unless elected below:
| |                                                                                         |      |                                                                                  |      |                                                                                      
| | a.                                                                                      | [  ] | The
 provisions of Amendment Section 3.2 apply effective as of: (select one)    
| |                                                                                         |      | 1.                                                                               | [  ] | the first
 day of the 2007 Plan Year.                                                
| |                                                                                         |      | 2.                                                                               | [  ] | _____________________
 (may not be earlier than the first day of the 2007 Plan Year).
| |                                                                                         |      |                                                                                  |      |                                                                                      
| |                                                                                         |      | However, the
 provisions no longer apply effective as of: (select if applicable)
| |                                                                                         |      | 3.                                                                               | [  ] | _____________________.                                                               

© 2010 The Prudential Insurance Company of America (PICA)

---



HEART/WRERA - Sponsor

|    |                                                                                                                                                                                                                                                                                                            |      |                                                                                                                                                                                      |      |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ---------------------------------------------------------------------------------------------------------------------
|    | Differential pay. Differential wage payments
 (as described in Amendment Section 3.3) will be treated, for Plan Years
 beginning after December 31, 2008, as compensation for all Plan benefit
 purposes unless b. is elected below:                                                                      
|    | b.                                                                                                                                                                                                                                                                                                         | [  ] | In lieu of
 the above default provision, the employer elects the following (select all
 that apply; these selections do not affect the operation of Amendment Section
 3.3(ii)):    
|    |                                                                                                                                                                                                                                                                                                            |      | 1.                                                                                                                                                                                   | [  ] | the
 inclusion is effective for Plan Years beginning after ____________ (may not be earlier
 than December 31, 2008).
|    |                                                                                                                                                                                                                                                                                                            |      | 2.                                                                                                                                                                                   | [  ] | the
 inclusion only applies to Compensation for purposes of Elective Deferrals.                                      
|    |                                                                                                                                                                                                                                                                                                            |      |                                                                                                                                                                                      |      |                                                                                                                      
|    | Distributions for deemed severance of employment.
 The Plan does not permit distributions pursuant to Amendment Section 3.4
 unless otherwise elected below:                                                                                                                                              
|    | c.                                                                                                                                                                                                                                                                                                         | [  ] | The Plan
 permits distributions pursuant to Amendment Section 3.4.                                                                                                                  
|    | d.                                                                                                                                                                                                                                                                                                         | [  ] | The Plan
 permits such distributions effective as of ____________ (may not be earlier than January 1, 2007).                                                                        
|    |                                                                                                                                                                                                                                                                                                            |      |                                                                                                                                                                                     
|2.3 | WRERA (RMD waivers for 2009). The provisions
 of Amendment Sections 4.1 and 4.2 apply unless otherwise elected below:                                                                                                                                                                                     
|    | a.                                                                                                                                                                                                                                                                                                         | [  ] | Other: ____________ (specify rule applied to RMDs)                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                            |      |                                                                                                                                                                                     
|    | For purposes
 of Amendment Section 4.3, the Plan will also treat the following as eligible
 rollover distributions in 2009: (If
 no election is made, then a direct rollover will be offered only for
 distributions that would be eligible rollover distributions without regard to
 Code §401(a)(9)(H)):
|    | b.                                                                                                                                                                                                                                                                                                         | [  ] | 2009 RMDs
 and Extended 2009 RMDs (both as defined in Article IV of this Amendment).                                                                                                
|    | c.                                                                                                                                                                                                                                                                                                         | [  ] | 2009 RMDs
 (as defined in Article IV of this Amendment) but only if paid with an
 additional amount that is an eligible rollover distribution without regard to
 Code §401(a)(9)(H).

ARTICLE III
HEART ACT PROVISIONS

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | Death benefits. In the case of a death
 occurring on or after January 1, 2007, if a Participant dies while performing
 qualified military service (as defined in Code §414(u)), the Participants
 Beneficiary is entitled to any additional benefits (other than benefit
 accruals relating to the period of qualified military service) provided under
 the Plan as if the Participant had resumed employment and then terminated
 employment on account of death. Moreover, the Plan will credit the
 Participants qualified military service as service for vesting purposes, as
 though the Participant had resumed employment under USERRA immediately prior
 to the Participants death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.2 | Benefit accrual. If the Employer elects in
 Amendment Section 2.2 to apply this Section 3.2, then effective as of the
 date specified in Amendment Section 2.2, for benefit accrual purposes, the
 Plan treats an individual who dies or becomes disabled (as defined under the
 terms of the Plan) while performing qualified military service with respect
 to the Employer as if the individual had resumed employment in accordance
 with the individuals reemployment rights under USERRA, on the day preceding
 death or disability (as the case may be) and terminated employment on the
 actual date of death or disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Determination of benefits. The Plan will
 determine the amount of employee contributions and the amount of elective
 deferrals of an individual treated as reemployed under this Section 3.2 for
 purposes of applying paragraph Code §414(u)(8)(C) on the basis of the
 individuals average actual employee contributions or elective deferrals for the
 lesser of: (i) the 12-month period of service with the Employer immediately
 prior to qualified military service; or (ii) the actual length of continuous
 service with the Employer.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.3 | Differential wage payments. For years
 beginning after December 31, 2008: (i) an individual receiving a differential
 wage payment, as defined by Code §3401(h)(2), is treated as an employee of
 the employer making the payment; (ii) the differential wage payment is
 treated as compensation for purposes of Code §415(c)(3) and Treasury Reg.
 §1.415(c)-2 (e.g., for purposes of Code §415, top-heavy provisions of Code
 §416, determination of highly compensated employees under Code §414(q), and
 applying the 5% gateway requirement under the Code §401(a)(4) Regulations);
 and (iii) the Plan is not treated as failing to meet the requirements of any
 provision described in Code §414(u)(1)(C) (or corresponding plan provisions,
 including, but not limited to, Plan provisions related to the ADP or ACP
 test) by reason of any contribution or benefit which is based on the
 differential wage payment. The Plan Administrator operationally may
 determine, for purposes of the provisions described in Code §414(u)(1)(C),
 whether to take into account any deferrals, and if applicable, any matching
 contributions, attributable to differential wages. Differential wage payments
 (as described herein) will also be considered compensation for all Plan
 purposes unless otherwise elected at Amendment Section 2.2.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Section
 3.3(iii) above applies only if all employees of the Employer performing
 service in the uniformed services described in Code §3401(h)(2)(A) are
 entitled to receive differential wage payments (as defined in Code
 §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate
 in a retirement plan maintained by the Employer, to make contributions based
 on the payments on reasonably equivalent terms (taking into account Code
 §§410(b)(3), (4), and (5)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.4 | Deemed Severance. This paragraph applies
 only if the Employer elected Amendment Section 2.2c or 2.2d. Notwithstanding
 Section 3.3(i), if a Participant performs service in the uniformed services
 (as defined in Code §414(u)(12)(B)) on active duty for a period of more than
 30 days, the Participant will be deemed to have a severance from employment
 solely for purposes of eligibility for distribution of amounts not subject to
 Code §412. However, the Plan will not distribute such a Participants account
 on account of this deemed severance unless the Participant specifically
 elects to receive a benefit distribution hereunder. If a Participant elects
 to receive a distribution on account of this deemed severance, then the
 individual may not make an elective deferral or employee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

© 2010 The Prudential Insurance Company of America (PICA)

---



HEART/WRERA - Sponsor

| |                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | contribution
 during the 6-month period beginning on the date of the distribution. If a
 Participant would be entitled to a distribution on account of a deemed
 severance, and a distribution on account of another Plan provision (such as a
 qualified reservist distribution), then the other Plan provision will control
 and the 6-month suspension will not apply.

ARTICLE IV
WAIVER OF 2009 REQUIRED DISTRIBUTIONS

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1 | Continuation of RMDs unless otherwise elected by Participant.
 This paragraph does not apply if the Employer elected Amendment Section 2.3a.
 Notwithstanding the provisions of the Plan relating to required minimum
 distributions under Code §401(a)(9), a Participant or Beneficiary who would
 have been required to receive required minimum distributions for 2009 but for
 the enactment of Code §401(a)(9)(H) (2009 RMDs), and who would have
 satisfied that requirement by receiving distributions that are (1) equal to
 the 2009 RMDs or (2) one or more payments in a series of substantially equal
 distributions (that include the 2009 RMDs) made at least annually and
 expected to last for the life (or life expectancy) of the Participant, the
 joint lives (or joint life expectancy) of the Participant and the
 Participants designated Beneficiary, or for a period of at least 10 years
 (Extended 2009 RMDs), will receive those distributions for 2009 unless the
 Participant or Beneficiary chooses not to receive such distributions.
 Participants and Beneficiaries described in the preceding sentence will be
 given the opportunity to elect to stop receiving the distributions described
 in the preceding sentence.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2 | Suspension of RMDs unless otherwise elected by Participant.
 This paragraph does not apply if the Employer elected Amendment Section 2.3a.
 Notwithstanding the preceding paragraph and the provisions of the Plan relating
 to required minimum distributions under Code §401(a)(9), a Participant whose
 required beginning date is April 1, 2010 or a Beneficiary whose required
 beginning date is December 31, 2009 and such Participant or Beneficiary would
 have been required to receive required minimum distributions for 2009 but for
 the enactment of Code §401(a)(9)(H) (2009 RMDs), and would have satisfied
 that requirement by receiving distributions that are (1) equal to the 2009
 RMDs or (2) one or more payments in a series of substantially equal
 distributions (that include the 2009 RMDs) made at least annually and
 expected to last for the life (or life expectancy) of the Participant, the
 joint lives (or joint life expectancy) of the Participant and the
 Participants designated Beneficiary, or for a period of at least 10 years
 (Extended 2009 RMDs), will not receive those distributions for 2009 unless
 the Participant or Beneficiary chooses to receive such distributions.
 Participants and Beneficiaries described in the preceding sentence will be
 given the opportunity to elect to receive the distributions described in the
 preceding sentence.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | Direct Rollovers. Notwithstanding the
 provisions of the Plan relating to required minimum distributions under Code
 §401(a)(9), and solely for purposes of applying the direct rollover
 provisions of the Plan, certain additional distributions in 2009, as elected
 by the Employer in Amendment Section 2.3, will be treated as eligible
 rollover distributions. If no election is made by the Employer in Amendment
 Section 2.3, then a direct rollover will be offered only for distributions
 that would be eligible rollover distributions without regard to Code
 §401(a)(9)(H).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

ARTICLE V
DIVESTMENT OF EMPLOYER SECURITIES

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.1 | Application and Effective Date of Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Application. This Article V only applies to
 a Plan that is an applicable defined contribution plan. Except as provided
 herein or in Treas. Reg. §1.401(a)(35)-1, an applicable defined contribution
 plan means a defined contribution plan that holds employer securities
 (within the meaning of Treas. Reg. §1.401(a)(35)-1(f)(3)) that are publicly
 traded (within the meaning of Treas. Reg. §1.401(a)(35)-1(f)(5)). An
 applicable defined contribution does not include a one-participant plan, as
 defined in Code §401(a)(35)(E)(iv) or an employee stock ownership plan
 (ESOP) as defined in Code §4975(e)(7) if: (i) the ESOP holds no
 contributions (or related earnings) that are (or were ever) subject to Code
 §§401(k) or 401(m); and (ii) the ESOP is a separate plan, for purposes of
 Code §414(l), from any other defined benefit plan or defined contribution
 plan maintained by the same employer or employers. Except as provided in
 Treas. Reg. §1.401(a)(35)-1(f)(2)(iv) or in Code §401(a)(35)(F)(ii) (relating
 to certain controlled groups), the Plan is treated as holding publicly traded
 Employer securities if any Employer corporation, or any member of a
 controlled group of corporations which includes such Employer corporation (as
 defined in Code §401(a)(35)(F)(iii)) has issued a class of stock which is a
 publicly traded Employer security.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Effective date. The provisions of Code
 §401(a)(35) generally apply to Plan Years beginning after December 31, 2006.
 However, the effective date of the provisions relating to Treas. Reg.
 §1.401(a)(35)-1 are applicable to Plan Years beginning on or after January 1,
 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.2 | Rule
applicable to elective deferrals and employee contributions. If any portion
of an applicable individuals account attributable to elective deferrals or
employee contributions is invested in publicly-traded Employer securities,
then, except as otherwise provided herein, the applicable individual may
elect to direct the Plan to divest any such securities, and to reinvest an
equivalent amount in other investment options which satisfy the requirements
of Section 5.4. For purposes of this Section 5.2, an applicable individual
means: (i) a Participant; (ii) an alternate payee who has an account under
the Plan; or (iii) a Beneficiary of a deceased Participant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3 | Rule
applicable to Employer contributions. If any portion of an applicable
individuals account attributable to nonelective or matching contributions
is invested in publicly-traded Employer securities, then, except as otherwise
provided herein, the applicable                                                                                                                                                                                                                                                                                                                                                                                                                          

© 2010 The Prudential Insurance Company of America (PICA)

---



HEART/WRERA - Sponsor

| |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | individual
 may elect to direct the Plan to divest any such securities, and to reinvest
 an equivalent amount in other investment options which satisfy the
 requirements of Section 5.4.
| |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | a.                                                                                                                                                                                         | Definition of Applicable individual. For
 purposes of this Section 5.3, an applicable individual means: (i) a
 Participant who has completed at least three (3) years of service; (ii) an
 alternate payee who has an account under the Plan with respect to a
 Participant who has completed at least three (3) years of service; or (iii) a
 Beneficiary of a deceased Participant. For this purpose, a Participant
 completes three (3) years of service on the last day of the vesting
 computation period provided for under the Plan that constitutes the
 completion of the third year of service under Code §411(a)(5). However, if
 the Plan uses the elapsed time method of crediting service for vesting
 purposes (or the Plan provides for immediate vesting without using a vesting computation
 period or the elapsed time method of determining vesting), a Participant
 completes three (3) years of service on the day immediately preceding the
 third anniversary of the Participants date of hire.
| |                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b.                                                                                                                                                                                         | Three-year phase-in applicable to Employer contributions.
 For Employer securities acquired with nonelective or matching contributions
 during a Plan Year beginning before January 1, 2007, the rule described in
 this Section 5.3 only applies to the percentage of the Employer securities
 (applied separately for each class of securities) as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|          |  |           
|--------- |  | ----------
|Plan Year |  | Percentage
|          |  |           
|2007      |  | 33        
|2008      |  | 66        
|2009      |  | 100       

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Exception to phase-in for certain age 55 Participants.
 The 3-year phase-in rule of Section 5.3.b does not apply to a Participant who
 has attained age 55 and who has completed at least three (3) years of service
 (as defined in Section 5.3.a above) before the first Plan Year beginning
 after December 31, 2005.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                         
|5.4 | Investment options. For purposes of this
 Article V, other investment options must include not less than three (3)
 investment options, other than Employer securities, to which the individual
 who has the right to divest under Amendment Section 5.2 or 5.3 may direct the
 proceeds from the divestment of Employer securities. Each of the three (3)
 investment options must be diversified and have materially different risk and
 return characteristics. For this purpose, investment options that constitute
 a broad range of investment alternatives within the meaning of Department of
 Labor Regulation §2550.404c1(b)(3) are treated as being diversified and
 having materially different risk and return characteristics.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.5 | Restrictions or conditions on investments in Employer securities.
 The Plan must provide reasonable divestment and reinvestment opportunities at
 least quarterly. Furthermore, except as permitted by Treas. Reg.
 §1.401(a)(35)-1(e), the Plan may not impose restrictions or conditions on the
 investment of Employer securities which the Plan does not impose on the
 investment of other Plan assets.                                                                                                                                                                                                                                                                                                                                 

* * * * * * *

Except with
respect to any election made by the employer in Article II, this amendment is
hereby adopted by the prototype sponsor on behalf of all adopting employers.

|                     | 
|-------------------- | 
|                     | 
|(signature and date) | 

Sponsor Name: The
Prudential Insurance Company of America (PICA)

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

This Amendment
has been executed this _____________________ day of
_______________________, ______________.

Name of Plan: State
Bank of Long Island 401(k) Retirement Plan and Trust

Name of
Employer: State Bank of Long Island

|    |          | 
|--- | -------- | 
|By: |          | 
|    |          | 
|    | EMPLOYER | 

© 2010 The Prudential Insurance Company of America (PICA)

---