##### 



Exhibit 10.6 The CORPORATE Planfor RETIREMENT SM (Profit Sharing/401(k) Plan) A Fidelity Prototype Plan Non-Standardized Adoption Agreement No. 001
For use With
Fidelity Basic Plan Document No. 02 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.




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ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING/401(K) PLAN 1.01PLAN INFORMATION  (a)
    Name of Plan: This is the CardioGenesis Corporation 401(k) Plan (the Plan)  (b)
    Type of Plan:  (1)
     ̈      401(k) Only(2)
    þ      401(k) and Profit Sharing(3)
     ̈     Profit Sharing Only  (c)
    Administrator Name (if not the Employer): Address:Telephone Number:
 The Administrator is the agent for service of legal process for the Plan.  (d)
    Plan Year End(month/day):                 12/31(e)
    Three Digit Plan Number:                  001(f)
    Limitation Year(check one):  (1)
     ̈       Calendar Year(2)
    þ       Plan Year(3)
     ̈       Other:  (g)
    Plan Status(check appropriate box(es)):  (1)
     ̈ New Plan Effective Date:(2)
    þ Amendment Effective Date:      2/1/2005This is (check one): Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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(A)
     ̈       an amendment and restatement of a
Basic Plan Document No. 02 Adoption Agreement previously executed by the
Employer; or(B)
    þ      a conversion to a Basic Plan
Document No. 02 Adoption Agreement. The original effective date of the Plan: 1/1/1996 (3
    )
    
     ̈
    
    This is an amendment and restatement of the Plan
and the Plan was not amended prior to the effective date specified in Subsection
1.01(g)(2) above to comply with the requirements of the Acts specified in the
Snap Off Addendum to the Adoption Agreement. The provisions specified in the
Snap Off Addendum are effective as of the dates specified in the Snap Off
Addendum, which dates may be prior to the Amendment Effective Date. Please read
and complete, if necessary, the Snap Off Addendum to the Adoption Agreement.(4
    )
    
     ̈
    
    Special Effective Dates- Certain provisions of
the Plan shall be effective as of a date other than the date specified above.
Please complete the Special Effective Dates Addendum to the Adoption Agreement
indicating the affected provisions and their effective dates.(5
    )
    
     ̈
    
    Plan Merger Effective Dates. Certain plan(s)
were merged into the Plan and certain provisions of the Plan are effective with
respect to the merged plan(s) as of a date other than the date specified above.
Please complete the Special Effective Dates Addendum to the Adoption Agreement
indicating the plan(s) that have merged into the Plan and the effective date(s)
of such merger(s).
 1.02EMPLOYER (a)
    
    Employer Name:
    
    CardioGenesis CorporationAddress:
    
    26632 Towne Centre Dr.Suite 320Foothill Ranch, CA 92610-2813Contacts Name:
    
    Mr. Ed MusolffTelephone Number:
    
    (714) 649-5002(1
    )
    
    Employers Tax Identification Number:
    
    77-0223740(2
    )
    
    Employers fiscal year end:
    
    12/31(3
    )
    
    Date business commenced:
    
    4/7/1989
  (b)
    The term Employer includes the following Related Employer(s) (as defined in
Subsection 2.01(rr))(list each participating Related Employer and its Employer Tax
Identification Number): 
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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1.03 TRUSTEE (a)
    
    Trustee Name:
Address:
    
    Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109
 1.04 COVERAGE All Employees who meet the conditions specified below shall be eligible to participate in the
Plan:  (a)
    Age Requirement(check one):  (1)
    þ no age requirement.(2)
     ̈ must have attained age: (not to exceed 21).  (b)
    Eligibility Service Requirement  (1)
    Eligibility to Participate in Plan(check one): (A)
    
    þ
    
    no Eligibility Service requirement.(B)
    
     ̈
    
    (not to exceed
11)months of Eligibility Service requirement (no minimum number Hours of
Service can be required).(C)
    
     ̈
    
    one year of Eligibility Service
requirement (at least 1,000 Hours of Service are required during the
Eligibility Computation Period).(D)
    
     ̈
    
    two years of Eligibility Service
requirement (at least 1,000 Hours of Service are required during each
Eligibility Computation Period). (Do not select if Option 1.01(b)(1),
401(k) Only, is checked, unless a different Eligibility Service
requirement applies to Deferral Contributions under Option 1.04(b)(2).)Note: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made.
  (2)
     ̈     Special Eligibility Service requirement for
Deferral Contributions and/or Matching Employer Contributions:  (A)
    The special Eligibility Service requirement applies
to (check the appropriate box(es)):  (i)
     ̈      Deferral Contributions.(ii)
     ̈      Matching Employer Contributions. Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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(B)
    The special Eligibility Service requirement is:_______  (Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above).  (c)
    Eligible Class of Employees(check one): Note: The Plan may not cover employees who are residents of Puerto Rico. These
employees are automatically excluded from the eligible class, regardless of the
Employers selection under this Subsection 1.04(c). (1
    )
    
     ̈
    
    includes all Employees of the Employer.(2
    )
    
    þ
    
    includes all Employees of the Employer except for (check the appropriate box(es)):(A)
    
    þ
    
    employees covered by a collective bargaining agreement.(B)
    
     ̈
    
    Highly Compensated Employees as defined in Code Section 414(q).(C)
    
     ̈
    
    Leased Employees as defined in Subsection 2.01(cc).(D)
    
    þ
    
    nonresident aliens who do not
receive any earned income from the Employer which constitutes United
States source income.(E)
    
     ̈
    
    other:Note: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plans satisfaction of the minimum coverage requirements, as provided in Code Section 410(b).
  (d)
    The Entry Dates shall be(check one): (1
    )
    
    þ
    
    immediate upon meeting the eligibility
requirements specified in Subsections 1.04(a), (b), and (c).(2
    )
    
     ̈
    
    the first day of each Plan Year and the first day
of the seventh month of each Plan Year.(3
    )
    
     ̈
    
    the first day of each Plan Year and the first day
of the fourth, seventh, and tenth months of each Plan Year.(4
    )
    
     ̈
    
    the first day of each month.(5
    )
    
     ̈
    
    the first day of each Plan Year. (Do not select
if there is an Eligibility Service requirement of more than six months in
Subsection 1.04(b) or if there is an age requirement of more than 20 1/2 in
Subsection 1.04(a).)(e)
    
     ̈
    
    Special Entry Date(s)- In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (Special Entry Dates
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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may only be
selected if Option 1.04(b)(2), special Eligibility Service requirement, is checked. The
same Entry Dates must be selected for contributions that are subject to the same
Eligibility Service requirements.)  (1)
    The special Entry Date(s) shall apply to (check the appropriate box(es)):  (A)
     ̈     Deferral Contributions.(B)
     ̈     Matching Employer Contributions.  (2)
    The special Entry Date(s) shall be:  (Fill in
(1), (2), (3), (4), or (5) from Subsection 1.04(d) above).  (f)
    Date of Initial Participation- An Employee shall become a Participant unless
excluded by Subsection 1.04(c) above on the Entry Date immediately following the date
the Employee completes the service and age requirement(s) in Subsections 1.04(a) and
(b), if any, except (check one): (1
    )
    
    þ
    
    no exceptions.(2
    )
    
     ̈
    
    Employees employed on the Effective Date in
Subsection 1.01(g)(1) or (2) shall become Participants on that date.(3
    )
    
     ̈
    
    Employees who meet the age and service
requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection
1.01(g)(1) or (2) shall become Participants on that date.
 1.05COMPENSATION Compensation for purposes of determining contributions shall be as defined in Section 5.02,
modified as provided below.  (a)
    Compensation Exclusions: Compensation shall exclude the item(s) listed below for
purposes of determining Deferral Contributions, Employee Contributions, if any, and
Qualified Nonelective Employer Contributions, or, if Subsection 1.01(b)(3), Profit
Sharing Only, is selected, Nonelective Employer Contributions. Unless otherwise
indicated in Subsection 1.05(b), these exclusions shall also apply in determining all
other Employer-provided contributions. (Check the appropriate box(es); Options (2),
(3), (4), (5), and (6) may not be elected with respect to Deferral Contributions if
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): (1
    )
    
    þ
    
    No exclusions.(2
    )
    
     ̈
    
    Overtime Pay.(3
    )
    
     ̈
    
    Bonuses.(4
    )
    
     ̈
    
    Commissions.(5
    )
    
     ̈
    
    The value of a qualified or a non-qualified stock
option granted to an Employee by the Employer to the extent such value is
includable in the Employees taxable income.(6
    )
    
     ̈
    
    Severance Pay.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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(b)
    Special Compensation Exclusions for Determining Employer-Provided Contributions
in Article 5(either (1) or (2) may be selected, but not both): (1
    )
    
     ̈
    
    Compensation for purposes of determining
Matching, Qualified Matching, and Nonelective Employer Contributions shall
exclude:  (Fill in number(s) for item(s) from
Subsection 1.05(a) above that apply.)(2
    )
    
     ̈
    
    Compensation for purposes of determining
Nonelective Employer Contributions only shall exclude: 
(Fill in number(s) for item(s) from Subsection 1.05(a) above that
apply.)Note: If the Employer selects Option (2), (3), (4), (5), or (6) with respect
to Nonelective Employer Contributions, Compensation must be tested to show that
it meets the requirements of Code Section 414(s) or 401(a)(4). These
exclusions shall not apply for purposes of the Top Heavy requirements in
Section 15.03, for allocating safe harbor Matching Employer Contributions if
Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective
Employer Contributions if Subsection 1.11(a)(3) is selected, or for allocating
non-safe harbor Nonelective Employer Contributions if the Integrated Formula is
elected in Subsection 1.11(b)(2).
  (c)
    Compensation for the First Year of Participation- Contributions for the Plan
Year in which an Employee first becomes a Participant shall be determined based on the
Employees Compensation (check one): (1
    )
    
    þ
    
    for the entire Plan Year.(2
    )
    
     ̈
    
    for the portion of the Plan Year in which the Employee is eligible to participate in the Plan.Note: If the initial Plan Year of a new Plan consists of fewer than 12 months
from the Effective Date in Subsection 1.01(g)(1) through the end of the initial
Plan Year, Compensation for purposes of determining the amount of
contributions, other than non-safe harbor Nonelective Employer Contributions,
under the Plan shall be the period from such Effective Date through the end of
the initial year. However, for purposes of determining the amount of non-safe
harbor Nonelective Employer Contributions and for other Plan purposes, where
appropriate, the full 12-consecutive-month period ending on the last day of the
initial Plan Year shall be used.
 1.06TESTING RULES  (a)
    ADP/ACP Present Testing Method- The testing method for purposes of applying the
ADP and ACP tests described in Sections 6.03 and 6.06 of the Plan shall be the
(check one): (1
    )
    
    þ
    
    Current Year Testing Method- The ADP or ACP
of Highly Compensated Employees for the Plan Year shall be compared to the ADP
or ACP of Non-Highly Compensated Employees for the same Plan Year. (Must
choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or
Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)(2
    )
    
     ̈
    
    Prior Year Testing Method- The ADP or ACP of
Highly Compensated Employees for the Plan Year shall be compared to the ADP or
ACP of Non-Highly Compensated Employees for the immediately preceding Plan
Year. (Donot choose if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked.)
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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(3
    )
    
     ̈
    
    Not applicable. (Only if Option 1.01(b)(3),
Profit Sharing Only, is checked or Option 1.04(c)(2)(B), excluding all Highly
Compensated Employees from the eligible class of Employees, is checked.)Note: Restrictions apply on elections to change testing methods that are made after
the end of the GUST remedial amendment period.
  (b)
    First Year Testing Method- If the first Plan Year that the Plan, other than a
successor plan, permits Deferral Contributions or provides for either Employee or
Matching Employer Contributions, occurs on or after the Effective Date specified in
Subsection 1.01(g), the ADP and/or ACP test for such first Plan Year shall be
applied using the actual ADP and/or ACP of Non-Highly Compensated Employees for
such first Plan Year, unless otherwise provided below. (1
    )
    
     ̈
    
    The ADP and/or ACP test for the first Plan
Year that the Plan permits Deferral Contributions or provides for either Employee
or Matching Employer Contributions shall be applied assuming a 3% ADP and/or
ACP for Non-Highly Compensated Employees. (Do not choose unless Plan uses
prior year testing method described in Subsection 1.06(a)(2).)
  (c)
    HCE Determinations: Look Back Year- The look back year for purposes of
determining which Employees are Highly Compensated Employees shall be the
12-consecutive-month period preceding the Plan Year, unless otherwise provided below. (1
    )
    
     ̈
    
    Calendar Year Determination- The look back year
shall be the calendar year beginning within the preceding Plan Year. (Do not
choose if the Plan Year is the calendar year.)
  (d)
    HCE Determinations: Top Paid Group Election- All Employees with Compensation
exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees, unless
Top Paid Group Election below is checked. (1
    )
    
    þ
    
    Top Paid Group Election- Employees with
Compensation exceeding $80,000 (as indexed) shall be considered Highly
Compensated Employees only if they are in the top paid group (the top 20% of
Employees ranked by Compensation).
  Note: Effective for determination years beginning on or after January 1, 1998, if the
Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply
consistently to all retirement plans of the Employer for determination years that
begin with or within the same calendar year (except that Option 1.06(c)(1), Calendar
Year Determination, shall not apply to calendar year plans). 1.07DEFERRAL CONTRIBUTIONS (a)
    
    þ
    
    Deferral Contributions- Participants may elect to have a
portion of their Compensation contributed to the Plan on a before-tax basis pursuant to
Code Section 401(k).(1
    )
    
    Regular Contributions- The Employer shall make a Deferral
Contribution in accordance with Section 5.03 on behalf of each Participant who
has an executed salary reduction agreement in effect with the Employer for the
payroll period in question, not to exceed 60% of Compensation for that
period.Note: For Limitation Years beginning prior to 2002, the percentage elected
above must be less than 25% in order to satisfy the limitation on annual
additions under Code Section 415 if other types of contributions are provided
under the Plan.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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(A)
    
     ̈
    
    Instead of specifying a percentage
of Compensation, a Participants salary reduction agreement may specify a
dollar amount to be contributed each payroll period, provided such dollar
amount does not exceed the maximum percentage of Compensation specified in
Subsection 1.07(a)(1) above.(B)
    
    A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage (check one):(i)
    
    þ
    
    as of the beginning of each payroll period.(ii)
    
     ̈
    
    as of the first day of each month.(iii)
    
     ̈
    
    as of the next Entry
Date. (Do not select if immediate entry is elected with respect to
Deferral Contributions in Subsection 1.04(d) or 1.04(e).)(iv)
    
     ̈
    
    other. (Specify, but must be at least once per Plan Year)Note: Notwithstanding the Employers election hereunder, if Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3),
Safe Harbor Formula, with respect to Nonelective Employer Contributions
is checked, the Plan provides that an Active Participant may change his
salary reduction agreement percentage for the Plan Year within a
reasonable period (not fewer than 30 days) of receiving the notice
described in Section 6.10.(C)
    
    A Participant may revoke, on a prospective basis, a
salary reduction agreement at any time upon proper notice to the
Administrator but in such case may not file a new salary reduction
agreement until (check one):(i)
    
     ̈
    
    the first day of the next Plan Year.(ii)
    
     ̈
    
    any subsequent Entry
Date. (Do not select if immediate entry is elected with respect to
Deferral Contributions in Subsection 1.04(d) or 1.04(e).)(iii)
    
    þ
    
    other. (Specify, but must be at least once per Plan Year)the beginning of each payroll period
 (2
    )
    
    þ
    
    Additional Deferral Contributions- The Employer
may allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make additional Deferral Contributions in an amount
up to 100% of their Compensation for the payroll period(s) designated by the
Employer.(3
    )
    
    þ
    
    Bonus Contributions- The Employer may allow
Participants upon proper notice and approval to enter into a special salary
reduction agreement to make Deferral Contributions in an amount up to 100% of any
Employer paid cash bonuses designated by the Employer on a uniform and
non-discriminatory basis that are made for such Participants during the Plan
Year. The Compensation
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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definition elected by the Employer in Subsection 1.05(a) must include
bonuses if bonus contributions are permitted.Note: A Participants contributions under Subsection 1.07(a)(2) and/or (3) may
not cause the Participant to exceed the percentage limit specified by the
Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator
anticipates that the Plan will not satisfy the ADP and/or ACP test for the
year, the Administrator may reduce the rate of Deferral Contributions of
Participants who are Highly Compensated Employees to an amount objectively
determined by the Administrator to be necessary to satisfy the ADP and/or
ACP test.
 1.08EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS) (a)
    
     ̈
    
    Employee Contributions- Either (1) Participants will be
permitted to contribute amounts to the Plan on an after-tax basis or (2) the Employer
maintains frozen Employee Contributions Accounts (check one):(1
    )
    
     ̈
    
    Future Employee Contributions- Participants may
make voluntary, non-deductible, after-tax Employee Contributions pursuant to
Section 5.04 of the Plan. (Only if Option 1.07(a), Deferral Contributions, is
checked.)(2
    )
    
     ̈
    
    Frozen Employee Contributions- Participants may
not currently make after-tax Employee Contributions to the Plan, but the Employer
does maintain frozen Employee Contributions Accounts.
 1.09QUALIFIED NONELECTIVE CONTRIBUTIONS  (a)
    Qualified Nonelective Employer Contributions- If Option 1.07(a), Deferral
Contributions, is checked, the Employer may contribute an amount which it designates as
a Qualified Nonelective Employer Contribution to be included in the ADP or ACP test.
Unless otherwise provided below, Qualified Nonelective Employer Contributions shall be
allocated to Participants who were eligible to participate in the Plan at any time
during the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio
which each Participants testing compensation, as defined in Subsection 6.01(t), for
the Plan Year bears to the total of all Participants testing compensation for the
Plan Year or (B) as a flat dollar amount. (1
    )
    
     ̈
    
    Qualified Nonelective Employer Contributions
shall be allocated to Participants as a percentage of the lowest paid
Participants testing compensation, as defined in Subsection 6.01(t), for the
Plan Year up to the lower of (A) the maximum amount contributable under the Plan
or (B) the amount necessary to satisfy the ADP or ACP test. If any Qualified
Nonelective Employer Contribution remains, allocation shall continue in the same
manner to the next lowest paid Participants until the Qualified Nonelective
Employer Contribution is exhausted.
 1.10 MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral Contributions, is checked) (a)
    
    þ
    
    Basic Matching Employer Contributions(check one):(1
    )
    
     ̈
    
    Non-Discretionary Matching Employer Contributions
- The Employer shall make a basic Matching Employer Contribution on behalf of
each Participant in an amount equal to the following percentage of a
Participants Deferral Contributions during the Contribution Period (check (A) or
(B) and, if applicable, (C)):
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
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Note: Effective for Plan Years beginning on or after January 1, 1999, if
the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions and meets the requirements for deemed
satisfaction of the ADP test in Section 6.10 for a Plan Year, the Plan will
also be deemed to satisfy the ACP test for such Plan Year with respect to
Matching Employer Contributions if Matching Employer Contributions hereunder
meet the requirements in Section 6.11.  (A)   ̈
    Single Percentage Match: %(B)   ̈
    Tiered Match:  % of the first % of the Active
Participants Compensation contributed to the Plan,% of the next % of the Active
Participants Compensation contributed
to the Plan,% of the next % of the Active
Participants Compensation contributed
to the Plan.Note: The percentages specified above for basic Matching Employer
Contributions may not increase as the percentage of Compensation
contributed increases.  (C)   ̈
    Limit on Non-Discretionary Matching
Employer Contributions (check the appropriate box(es)):  (i)   ̈
    Deferral Contributions
in excess of % of the Participants Compensation
for the period in question shall not be considered for
non-discretionary Matching Employer Contributions.  Note:If the Employer elected a percentage limit in (i) above and
requested the Trustee to account separately for matched and
unmatched Deferral Contributions made to the Plan, the
non-discretionary Matching Employer Contributions allocated to
each Participant must be computed, and the percentage limit
applied, based upon each payroll period.  (ii)   ̈
    Matching Employer
Contributions for each Participant for each Plan Year shall be
limited to $.  (2)  þ
    Discretionary Matching Employer Contributions-
The Employer may make a basic Matching Employer Contribution on behalf of each
Participant in an amount equal to the percentage declared for the Contribution
Period, if any, by a Board of Directors Resolution (or by a Letter of Intent for
a sole proprietor or partnership) of the Deferral Contributions made by each
Participant during the Contribution Period. The Board of Directors Resolution
(or Letter of Intent, if applicable) may limit the Deferral Contributions matched
to a specified percentage of Compensation or limit the amount of the match to a
specified dollar amount.  (A)   ̈
    4% Limitation on Discretionary
Matching Employer Contributions for Deemed Satisfaction of ACP Test  In
no event may the dollar amount of the discretionary Matching Employer
Contribution made on a Participants behalf for the Plan Year exceed 4% of
the Participants Compensation for the Plan Year. (Only if Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.) Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
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(3)   ̈
    Safe Harbor Matching Employer Contributions-
Effective only for Plan Years beginning on or after January 1, 1999, if the
Employer elects one of the safe harbor formula Options provided in the Safe
Harbor Matching Employer Contribution Addendum to the Adoption Agreement and
provides written notice each Plan Year to all Active Participants of their rights
and obligations under the Plan, the Plan shall be deemed to satisfy the ADP
test and, under certain circumstances, the ACP test.  (b)   ̈
    Additional Matching Employer Contributions- The Employer may
at Plan Year end make an additional Matching Employer Contribution equal to a percentage
declared by the Employer, through a Board of Directors Resolution (or by a Letter of
Intent for a sole proprietor or partnership), of the Deferral Contributions made by each
Participant during the Plan Year. (Only if Option 1.10(a)(1)or (3) is checked.)The
Board of Directors Resolution (or Letter of Intent, if applicable) may limit the
Deferral Contributions matched to a specified percentage of Compensation or limit the
amount of the match to a specified dollar amount.  (1)   ̈
    4% Limitation on Additional Matching Employer
Contributions for Deemed Satisfaction of ACP Test - In no event may the dollar
amount of the additional Matching Employer Contribution made on a Participants
behalf for the Plan Year exceed 4% of the Participants Compensation for the Plan
Year. (Only if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions,
or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)  Note:If the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, above and wants to be deemed to have satisfied the ADP test for Plan
Years beginning on or after January 1, 1999, the additional Matching Employer
Contribution must meet the requirements of Section 6.10. In addition to the foregoing
requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor Matching
Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions, and wants to be deemed to have satisfied the ACP
test with respect to Matching Employer Contributions for the Plan Year, the Deferral
Contributions matched may not exceed the limitations in Section 6.11.  (c)
    Contribution Period for Matching Employer Contributions- The Contribution Period
for purposes of calculating the amount of basic Matching Employer Contributions
described in Subsection 1.10(a) is:  (1)   ̈
    each calendar month.(2)   ̈
    each Plan Year quarter.(3)  þ
    each Plan Year.(4)   ̈
    each payroll period.  The Contribution Period for additional Matching Employer Contributions described in
Subsection 1.10(b) is the Plan Year.  (d)
    Continuing Eligibility Requirement(s)- A Participant who makes Deferral
Contributions during a Contribution Period shall only be entitled to receive Matching
Employer Contributions under Section 1.10 for that Contribution Period if the
Participant satisfies the following requirement(s) (Check the appropriate box(es).
Options (3) and (4) may not be elected together; Option (5) may not be elected with
Option (2), (3), or (4); Options (2), (3), (4), (5),
and (7) may not be elected with respect to basic Matching Employer Contributions if
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



(1)  þ
    No requirements.(2)   ̈
    Is employed by the Employer or a Related Employer on the last day of the Contribution Period.(3)   ̈
    Earns at least 501 Hours of Service during the
Plan Year. (Only if the Contribution Period is the Plan Year.)(4)   ̈
    Earns at least 1,000 Hours of Service during the
Plan Year. (Only if the Contribution Period is the Plan Year.)(5)   ̈
    Either earns at least 501 Hours of Service during
the Plan Year or is employed by the Employer or a Related Employer on the last
day of the Plan Year. (Only if the Contribution Period is the Plan Year.)(6)   ̈
    Is not a Highly Compensated Employee for the Plan Year.(7)   ̈
    Is not a partner or a member of the Employer, if
the Employer is a partnership or an entity taxed as a partnership.(8)   ̈
    Special continuing eligibility requirement(s) for
additional Matching Employer Contributions. (Only if Option 1.10(b), Additional
Matching Employer Contributions, is checked.)  (A)
    The continuing eligibility requirement(s) for
additional Matching Employer Contributions is/are: (Fill in number of
applicable eligibility requirement(s) from above.)  Note:If Option (2), (3), (4), or (5) above is selected, then Matching Employer
Contributions can only be fundedby the Employer afterthe Contribution Period or Plan
Year ends. Matching Employer Contributions funded during the Contribution Period or
Plan Year shall not be subject to the eligibility requirements of Option (2), (3),
(4), or (5). If Option (2), (3), (4), or (5) is adopted during a Contribution Period
or Plan Year, as applicable, such Option shall not become effective until the first
day of the next Contribution Period or Plan Year.  (e)   ̈
    Qualified Matching Employer Contributions- Prior to making any
Matching Employer Contribution hereunder (other than a safe harbor Matching Employer
Contribution), the Employer may designate all or a portion of such Matching Employer
Contribution as a Qualified Matching Employer Contribution that may be used to satisfy
the ADP test on Deferral Contributions and excluded in applying the ACP test on
Employee and Matching Employer Contributions. Unless the additional eligibility
requirement is selected below, Qualified Matching Employer Contributions shall be
allocated to all Participants who meet the continuing eligibility requirement(s)
described in Subsection 1.10(d) above for the type of Matching Employer Contribution
being characterized as a Qualified Matching Employer Contribution.  (1)   ̈
    To receive an allocation of Qualified Matching
Employer Contributions a Participant must also be a Non-Highly Compensated
Employee for the Plan Year.  Note: Qualified Matching Employer Contributions may not be excluded in
applying the ACP test for a Plan Year if the Employer elected Option 1.10(a)(3),
Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions,
and the ADP test is deemed satisfied under Section 6.10 for such Plan Year. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
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##### 



1.11
    NONELECTIVE EMPLOYER CONTRIBUTIONSNote:An Employer may elect both a fixed formula and a discretionary formula. If both are
selected, the discretionary formula shall be treated as an additional Nonelective Employer
Contribution and allocated separately in accordance with the allocation formula selected by
the Employer.  (a)   ̈
    Fixed Formula(An Employer may elect both the Safe Harbor
Formula and one of the other fixed formulas. Otherwise, the Employer may only select
one of the following.)  (1)   ̈
    Fixed Percentage Employer Contribution -For each
Plan Year, the Employer shall contribute for each eligible Active Participant an
amount equal to % (not to exceed 15% for Plan Years beginning
prior to 2002 and 25% for Plan Years beginning on or after January 1, 2002)of
such Active Participants Compensation.(2)   ̈
    Fixed Flat Dollar Employer Contribution -The
Employer shall contribute for each eligible Active Participant an amount equal to
$.  The contribution amount is based on an Active Participants service for the
following period:  (A)   ̈
    Each paid hour.(B)   ̈
    Each payroll period.(C)   ̈
    Each Plan Year.(D)   ̈
    Other:  (3)   ̈
    Safe Harbor Formula -Effective only with respect
to Plan Years that begin on or after January 1, 1999, the Nonelective Employer
Contribution specified in the Safe Harbor Nonelective Employer Contribution
Addendum is intended to satisfy the safe harbor contribution requirements under
the Code such that the ADP test (and, under certain circumstances, the ACP
test) is deemed satisfied. Please complete the Safe Harbor Nonelective Employer
Contribution Addendum to the Adoption Agreement. (Choose only if Option 1.07(a),
Deferral Contributions, is checked.)  (b)  þ
    Discretionary Formula- The Employer may decide each Plan Year
whether to make a discretionary Nonelective Employer Contribution on behalf of eligible
Active Participants in accordance with Section 5.10. Such contributions shall be
allocated to eligible Active Participants based upon the following (check (1) or (2)):  (1)  þ
    Non-Integrated Allocation Formula- In the ratio
that each eligible Active Participants Compensation bears to the total
Compensation paid to all eligible Active Participants for the Plan Year.(2)   ̈
    Integrated Allocation Formula- As (A) a
percentage of each eligible Active Participants Compensation plus (B) a
percentage of each eligible Active Participants Compensation in excess of the
integration level as defined below. The percentage of Compensation in excess
of the integration level shall be equal to the lesser of the percentage of the
Active Participants Compensation allocated under (A) above or the permitted
disparity limit as defined below. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



Note:An Employer that has elected the Safe Harbor formula in Subsection
1.11(a)(3) above may not take Nonelective Employer Contributions made to
satisfy the safe harbor into account in applying the integrated allocation
formula described above.Integration level means the Social Security taxable wage base for the Plan
Year, unless the Employer elects a lesser amount in (A) or (B) below.  (A)
    % (not to exceed 100%)of the
Social Security taxable wage base for the Plan Year, or(B)
    $ (not to exceed the Social Security taxable wage base).  Permitted disparity limit means the percentage provided by the following table: The Integration Level is
    
    
    The Permitted___% of the Taxable Wage
    
    
    DisparityBase
    
    
    Limit is20% or less
    
    
    
    5.7
    %More than 20%, but not more than 80%
    
    
    
    4.3
    %More than 80%, but less than 100%
    
    
    
    5.4
    %100%
    
    
    
    5.7
    %
  Note:An Employer who maintains any other plan that provides for Social
Security Integration (permitted disparity) may not elect Option 1.11(b)(2).  (c)
    Continuing Eligibility Requirement(s)- A Participant shall only be entitled to
receive Nonelective Employer Contributions for a Plan Year under this Section 1.11 if
the Participant satisfies the following requirement(s) (Check the appropriate box(es) -
Options (3) and (4) may not be elected together; Option (5) may not be elected with
Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with
respect to Nonelective Employer Contributions under the fixed formula if Option
1.11(a)(3), Safe Harbor Formula, is checked):  (1)   ̈
    No requirements.(2)  þ
    Is employed by the Employer or a Related Employer on the last day of the Plan Year.(3)   ̈
    Earns at least 501 Hours of Service during the Plan Year.(4)   ̈
    Earns at least 1,000 Hours of Service during the Plan Year.(5)   ̈
    Either earns at least 501 Hours of Service during
the Plan Year or is employed by the Employer or a Related Employer on the last
day of the Plan Year.(6)   ̈
    Is not a Highly Compensated Employee for the Plan Year. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
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##### 



(7)   ̈
    Is not a partner or a member of the Employer, if
the Employer is a partnership or an entity taxed as a partnership.(8)   ̈
    Special continuing eligibility requirement(s) for
discretionary Nonelective Employer Contributions. (Only if both Options 1.11(a)
and (b) are checked.)  (A)
    The continuing eligibility requirement(s) for
discretionary Nonelective Employer Contributions is/are:
 (Fill in number of applicable eligibility requirement(s) from
above.)  Note:If Option (2), (3), (4), or (5) above is selected then Nonelective Employer
Contributions can only be fundedby the Employer afterthe Plan Year ends.
Nonelective Employer Contributions funded during the Plan Year shall not be subject to
the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3),
(4), or (5) is adopted during a Plan Year, such Option shall not become effective
until the first day of the next Plan Year.  1.12
    EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS  þ
    Death, Disability, and Retirement Exception to Eligibility Requirements-
Active Participants who do not meet any last day or Hours of Service requirement under
Subsection 1.10(d) or 1.11(c) because they become disabled, as defined in Section 1.14,
retire, as provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless
receive an allocation of Nonelective Employer and/or Matching Employer Contributions.
No Compensation shall be imputed to Active Participants who become disabled for the
period following their disability.  1.13
    RETIREMENT  (a)
    The Normal Retirement Age under the Plan is(check one):  (1)   ̈
    age 65.(2)  þ
    age 59.5 (specify between 55 and 64).(3)   ̈
    later of age (not to exceed
65)or the fifth anniversary of the Participants Employment Commencement Date.  (b)   ̈
    The Early Retirement Age is the first day of the month after
the Participant attains age(specify 55 or greater) and completes
 years of Vesting Service.  Note:If this Option is elected, Participants who are employed by the Employer or a
Related Employer on the date they reach Early Retirement Age shall be 100% vested in
their Accounts under the Plan.  (c)  þ
    A Participant who becomes disabled, as defined in Section 1.14,
is eligible for disability retirement.  Note:If this Option is elected, Participants who are employed by the Employer or a
Related Employer on the date they become disabled shall be 100% vested in their
Accounts under the Plan.  1.14
    DEFINITION OF DISABLEDA Participant is disabled if he/she(check the appropriate box(es)): Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
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##### 



(a)  þ
    satisfies the requirements for benefits under the Employers long-term disability plan.(b)   ̈
    satisfies the requirements for Social Security disability benefits.(c)   ̈
    is determined to be disabled by a physician approved by the Employer.  1.15
    VESTINGA Participants vested interest in Matching Employer Contributions and/or Nonelective
Employer Contributions, other than Safe Harbor Matching Employer and/or Nonelective Employer
Contributions elected in Subsection 1.10(a)(3)or 1.11(a)(3), shall be based upon his years
of Vesting Service and the schedule(s) selected below, except as provided in Subsection
1.21(d)or in the Vesting Schedule Addendum to the Adoption Agreement.  (a)   ̈
    Years of Vesting Service shall exclude:  (1)   ̈
    for new plans, service prior to the Effective Date as defined in Subsection 1.01(g)(1).(2)   ̈
    for existing plans converting from another plan
document, service prior to the original Effective Date as defined in Subsection
1.01(g)(2).  (b)
    Vesting Schedule(s)Note:The vesting schedule selected below applies only to Nonelective Employer
Contributions and Matching Employer Contributions other than safe harbor contributions
under Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor contributions under Options
1.11(a)(3) and 1.10(a)(3) are always 100% vested immediately.  (1)
    Nonelective Employer Contributions
(check one):  (A)   ̈
    N/A  No Nonelective
Matching
Employer Contributions(B)  þ
    100% Vesting immediately(C)   ̈
    3 year cliff (see Cbelow)(D)   ̈
    5 year cliff (see Dbelow)(E)   ̈
    6 year graduated (see Ebelow)(F)   ̈
    7 year graduated (see Fbelow)(G)   ̈
    Other vesting
(complete G1below)  (2)
    Matching Employer Contributions
(check one):  (A)   ̈
    N/A  No
Employer Contributions(B)  þ
    100%Vesting immediately(C)   ̈
    3 year cliff (see Cbelow)(D)   ̈
    5 year cliff (see Dbelow)(E)   ̈
    6 year graduated (see Ebelow)(F)   ̈
    7 year graduated (see Fbelow)(G)   ̈
    Other vesting
(complete G2below) Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
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##### 



Years of
Vesting Service
    
    Applicable Vesting Schedule(s)
 C
    
    
    
    D
    
    
    
    E
    
    
    
    F
    
    
    
    G1
    
    
    
    G20
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    %
    
    
    
    
    %1
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    %
    
    
    
    
    %2
    
    
    
    0
    %
    
    
    
    0
    %
    
    
    
    20
    %
    
    
    
    0
    %
    
    
    
    %
    
    
    
    
    %3
    
    
    
    100
    %
    
    
    
    0
    %
    
    
    
    40
    %
    
    
    
    20
    %
    
    
    
    %
    
    
    
    
    %4
    
    
    
    100
    %
    
    
    
    0
    %
    
    
    
    60
    %
    
    
    
    40
    %
    
    
    
    %
    
    
    
    
    %5
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    
    80

    %
    
    
    
    60
    %
    
    
    
    %
    
    
    
    
    %6
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    
    80
    %
    
    
    
    %
    
    
    
    
    %7 or more
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    
    100
    %
    
    
    100
    %
    
    
    
    

100%
  Note:A schedule elected under G1 or G2 above must be at least as favorable as one of
the schedules in C, D, E or F above.Note: If the Plan is being amended to provide a more restrictive vesting schedule,
the more favorable vesting schedule shall continue to apply to Participants who are
Active Participants immediately prior to the later of (1) the effective date of the
amendment or (2) the date the amendment is adopted.  (c)   ̈
    A vesting schedule more favorable than the vesting schedule(s)
selected above applies to certain Participants.Please complete the Vesting Schedule
Addendum to the Adoption Agreement.  (d)
    Application of Forfeitures- If a Participant forfeits any portion of his
non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or 11.08, such
forfeitures shall be (check one):  (1)   ̈
    N/A  Either (A) no Matching Employer
Contributions are made with respect to Deferral Contributions under the Plan and
all other Employer Contributions are 100% vested when made or (B) there are no
Employer Contributions under the Plan.(2)  þ
    applied to reduce Employer contributions.(3)   ̈
    allocated among the Accounts of eligible
Participants in the manner provided in Section 1.11. (Only if Option 1.11(a)or
(b) is checked.)  1.16
    PREDECESSOR EMPLOYER SERVICE   ̈
    Service for purposes of eligibility in Subsection 1.04(b)and vesting in
Subsection 1.15(b)of this Plan shall include service with the following predecessor
employer(s): Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



1.17
    PARTICIPANT LOANSParticipant loans(check one):  (a)  þ
    are allowed in accordance with Article 9 and loan procedures outlined in the Service Agreement.(b)   ̈
    are not allowed.  1.18
    IN-SERVICE WITHDRAWALSParticipants may make withdrawals prior to termination of employment under the following
circumstances(check the appropriate box(es)):  (a)  þ
    Hardship Withdrawals- Hardship withdrawals from a
Participants Deferral Contributions Account shall be allowed in accordance with Section
10.05, subject to a $500 minimum amount.(b)   ̈
    Age 59 1/2- Participants shall be entitled to receive a
distribution of all or any portion of the following Accounts upon attainment of age 59
1/2 (check one):  (1)   ̈
    Deferral Contributions Account.(2)   ̈
    All vested account balances.  (c)
    Withdrawal of Employee Contributions and Rollover Contributions-  (1)
    Unless otherwise provided below, Employee Contributions may be
withdrawn in accordance with Section 10.02 at any time.  (A)   ̈
    Employees may not make withdrawals
of Employee Contributions more frequently than:.  (2)
    Rollover Contributions may be withdrawn in accordance with Section
10.03 at any time.  (d)   ̈
    Protected In-Service Withdrawal Provisions- Check if the Plan
was converted by plan amendment or received transfer contributions from another defined
contribution plan, and benefits under the other defined contribution plan were payable
as (check the appropriate box(es)):  (1)   ̈
    an in-service withdrawal of vested employer
contributions maintained in a Participants Account (check (A) and/or (B)):  (A)   ̈
    for at least  (24 or more) months.  (i)   ̈
    Special restrictions
applied to such in-service withdrawals under the prior plan that the
Employer wishes to continue under the Plan as restated hereunder. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
 18




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##### 



Please complete the Protected In-Service Withdrawals Addendum to the
Adoption Agreement identifying the restrictions.  (B)   ̈
    after the Participant has at least 60 months of
participation.  (i)   ̈
    Special restrictions
applied to such in-service withdrawals under the prior plan that the
Employer wishes to continue under the Plan as restated hereunder.
Please complete the Protected In-Service Withdrawals Addendum to the
Adoption Agreement identifying the restrictions.  (2)   ̈
    another in-service withdrawal option that is a
protected benefit under Code Section 411(d)(6) or an in-service hardship
withdrawal option not otherwise described in Section 1.18(a). Please complete
the Protected In-Service Withdrawals Addendum to the Adoption Agreement
identifying the in-service withdrawal option(s).  1.19
    FORM OF DISTRIBUTIONSSubject to Section 13.01, 13.02 and Article 14, distributions under the Plan shall be paid as
provided below.(Check the appropriate box(es) and, if any forms of payment selected in (b),
(c) and/or (d) apply only to a specific class of Participants, complete Subsection (b) of the
Forms of Payment Addendum.)  (a)
    Lump Sum Payments -Lump sum payments are always available under the Plan.  (b)  þ
    Installment Payments -Participants may elect distribution
under a systematic withdrawal plan (installments).(c)   ̈
    Annuities(Check if the Plan is retaining any annuity form(s)
of payment.)  (1)
    An annuity form of payment is available under the Plan for the
following reason(s) (check (A) and/or (B), as applicable):  (A)   ̈
    As a result of the Plans receipt
of a transfer of assets from another defined contribution plan or pursuant
to the Plan terms prior to the Amendment Effective Date specified in
Section 1.01(g)(2), benefits were previously payable in the form of an
annuity that the Employer elects to continue to be offered as a form of
payment under the Plan.(B)   ̈
    The Plan received a transfer of
assets from a defined benefit plan or another defined contribution plan
that was subject to the minimum funding requirements of Code
Section 412 and therefore an annuity form of payment is a
protected benefit under the Plan in accordance with Code Section
411(d)(6).  (2)
    The normal form of payment under the Plan is (check (A) or (B)):  (A)   ̈
    A lump sum payment.  (i)
    Optional annuity forms of payment (check (I) and/or (II), as
applicable).(Must check and complete (I) if a life annuity is one
of the optional annuity forms of payment Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003©  2003 FMR Corp.
All rights reserved.
 19




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##### 



under the Plan.)  (I) ̈
    A married Participant who elects an annuity form of payment shall
receive a qualified joint and ___% (at least 50%)
survivor annuity. An unmarried Participant shall receive a
single life annuity, unless a different form of payment is
specified below:(II) ̈
    Other annuity form(s) of payment. Please complete Subsection (a)
of the Forms of Payment Addendum describing the other annuity
form(s) of payment available under the Plan.  (B) ̈
    A life annuity (complete (i) and (ii) and check (iii) if applicable).  (i)
    The normal form for married Participants
is a qualified joint and % (at least 50%)survivor
annuity. The normal form for unmarried Participants is a single
life annuity, unless a different annuity form is specified below:(ii)
    The qualified preretirement survivor
annuity provided to a Participants spouse is purchased with ___% (at least 50%)of the Participants Account.  (iii) ̈
    Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment
Addendum describing the other annuity form(s) of payment available
under the Plan.  (d) ̈
    Other Non-Annuity Form(s) of Payment -As a result of
the Plans receipt of a transfer of assets from another plan or pursuant to the Plan
terms prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were
previously payable in the following form(s) of payment not described in (a), (b) or (c)
above and the Plan will continue to offer these form(s) of payment:(e) ̈
    Eliminated Forms of Payment Not Protected Under Code Section
411(d)(6).Check if either (1) under the Plan terms prior to the Amendment Effective
Date or (2) under the terms of another plan from which assets were transferred, benefits
were payable in a form of payment that will cease to be offered after a specified date.
Please complete Subsection (c) of the Forms of Payment Addendum describing the forms of
payment previously available and the effective date of the elimination of the form(s) of
payment.  1.20
    TIMING OF DISTRIBUTIONSExcept as provided in Subsection 1.20(a)or (b) and the Postponed Distribution Addendum to
the Adoption Agreement, distribution shall be made to an eligible Participant from his vested
interest in his Account as soon as reasonably practicable following the date the
Participants application for distribution is received by the Administrator. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 20




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##### 



(a)
    Required Commencement of Distribution- If a Participant does not elect to
receive benefits as of an earlier date, as permitted under the Plan, distribution of a
Participants Account shall begin as of the Participants Required Beginning Date.  (b) ̈
    Postponed Distributions- Check if the Plan was converted by
plan amendment from another defined contribution plan that provided for the postponement
of certain distributions from the Plan to eligible Participants and the Employer wants
to continue to administer the Plan using the postponed distribution provisions. Please
complete the Postponed Distribution Addendum to the Adoption Agreement indicating the
types of distributions that are subject to postponement and the period of postponement. Note: An Employer may not provide for postponement of distribution to a Participant
beyond the 60th day following the close of the Plan Year in which (1) the Participant
attains Normal Retirement Age under the Plan, (2) the Participants 10th anniversary
of participation in the Plan occurs, or (3) the Participants employment terminates,
whichever is latest.  1.21
    TOP HEAVY STATUS  (a)
    The Plan shall be subject to the Top-Heavy Plan requirements of Article 15(check one):  (1) ̈
    for each Plan Year, whether or not the Plan is a
top-heavy plan as defined in Subsection 15.01(f).(2)þ
    for each Plan Year, if any, for which the Plan is
a top-heavy plan as defined in Subsection 15.01(f).(3) ̈
    Not applicable. (Choose only if Plan covers only
employees subject to a collective bargaining agreement.)  (b)
    In determining whether the Plan is a top-heavy plan for an Employer with at
least one defined benefit plan, the following assumptions shall apply:  (1) ̈
    Interest rate: ___ % per annum.(2) ̈
    Mortality table: ______.(3)þ
    Not applicable.(Choose only if either (A)
Plan covers only employees subject to a collective bargaining agreement or (B)
Employer does not maintain and has not maintained any defined benefit plan during
the five-year period ending on the applicable determination date, as defined in
Subsection 15.01(a).)  (c)
    If the Plan is or is treated as a top-heavy plan for a Plan Year, each non-key
Employee shall receive an Employer Contribution of at least3.0(3, 4, 5, or 7
1/2)% of Compensation for the Plan Year in accordance with Section 15.03. The minimum
Employer Contribution provided in this Subsection 1.21(c)shall be made under this Plan
only if the Participant is not entitled to such contribution under another qualified
plan of the Employer, unless the Employer elects otherwise below:  (1) ̈
    The minimum Employer Contribution shall be paid under this Plan in any event. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 21




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##### 



(2) ̈
    Another method of satisfying the requirements of
Code Section 416. Please complete the 416 Contribution Addendum to the Adoption
Agreement describing the way in which the minimum contribution requirements will
be satisfied in the event the Plan is or is treated as a top-heavy plan.(3) ̈
    Not applicable. (Choose only if Plan covers only
employees subject to a collective bargaining agreement.)  Note:The minimum Employer contribution may be less than the percentage indicated in
Subsection 1.21(c) above to the extent provided in Section 15.03.  (d)
    If the Plan is or is treated as a top-heavy plan for a Plan Year, the following
vesting schedule shall apply instead of the schedule(s) elected in Subsection 1.15(b)
for such Plan Year and each Plan Year thereafter(check one):  (1) ̈
    Not applicable. (Choose only if either (A) Plan
provides for Nonelective Employer Contributions and the schedule elected in
Subsection 1.15(b)(1)is at least as favorable in all cases as the schedules
available below or (B) Plan covers only employees subject to a collective
bargaining agreement.)(2)þ
    100% vested after 0 (not in excess of 3)years of Vesting Service.(3) ̈
    Graded vesting: Vesting
    
    
    Must beYears of Vesting Service
    
    
    Percentage
    
    
    at Least0
    
    
    
    
    
    
    0
    %1
    
    
    
    
    
    
    0
    %2
    
    
    
    
    
    
    20
    %3
    
    
    
    
    
    
    40
    %4
    
    
    
    
    
    
    60
    %5
    
    
    
    
    
    
    80
    %6 or more
    
    
    
    
    
    
    100
    %
 Note:If the Plan provides for Nonelective Employer Contributions and the
schedule elected in Subsection 1.15(b)(1) is more favorable in all cases than
the schedule elected in Subsection 1.21(d) above, then the schedule in
Subsection 1.15(b)(1) shall continue to apply even in Plan Years in which the
Plan is a top-heavy plan.  1.22
    CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANSIf the Employer maintains other defined contribution plans, annual additions to a
Participants Account shall be limited as provided in Section 6.12 of the Plan to meet the
requirements of Code Section 415, unless the Employer elects otherwise below and completes
the 415 Correction Addendum describing the order in which annual additions shall be limited
among the plans. Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 22




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##### 



(a) ̈
    Other Order for Limiting Annual Additions  1.23
    INVESTMENT DIRECTIONInvestment Directions- Participant Accounts shall be invested (check one):  (a) ̈
    in accordance with the investment directions provided to the
Trustee by the Employer for allocating all Participant Accounts among the
Options listed in the Service Agreement.(b)þ
    in accordance with the investment directions provided to the
Trustee by each Participant for allocating his entire Account among the Options
listed in the Service Agreement.(c) ̈
    in accordance with the investment directions provided to the
Trustee by each Participant for all contribution sources in his Account, except that the
following sources shall be invested in accordance with the investment directions
provided by the Employer (check (1) and/or (2)):  (1) ̈
    Nonelective Employer Contributions(2) ̈
    Matching Employer Contributions The Employer must direct the applicable sources among the same investment
options made available for Participant directed sources listed in the Service
Agreement.  1.24
    RELIANCE ON OPINION LETTERAn adopting Employer may rely on the opinion letter issued by the Internal Revenue Service as
evidence that this Plan is qualified under Code Section 401 only to the extent provided in
Announcement 2001-77, 2001-30 I.R.B. The Employer may not rely on the opinion letter in
certain other circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter issued with respect to this Plan and in Announcement 2001-77.
In order to have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee Plans
Determinations of the Internal Revenue Service. Failure to fill out the Adoption Agreement
properly may result in disqualification of the Plan.This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No.
02. The Prototype Sponsor shall inform the adopting Employer of any amendments made to the
Plan or of the discontinuance or abandonment of the prototype plan document.  1.25
    PROTOTYPE INFORMATION: Name of Prototype Sponsor:
    
    Fidelity Management & Research CompanyAddress of Prototype Sponsor:
    
    82 Devonshire StreetBoston, MA 02109Questions regarding this prototype document may be directed to the following telephone number:1-800-343-9184.
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 23




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##### 



EXECUTION PAGE
(Fidelitys Copy) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this  day of , . Employer:By:Title:Employer:By:Title:
 Accepted by: Fidelity Management Trust Company, as Trustee By:
    
    
    
    Date:Title:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 24




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##### 



EXECUTION PAGE
(Employers Copy) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this  day of ,. Employer:By:Title:Employer:By:Title:
 Accepted by: Fidelity Management Trust Company, as Trustee By:
    
    
    
    Date:Title:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



AMENDMENT EXECUTION PAGE This page is to be completed in the event the Employer modifies any prior election(s) or makes
a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement
to this execution page. The following section(s) of the Plan are hereby amended effective as of the date(s) set forth
below: Section Amended
    
    
    Page
    
    
    Effective Date
 IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this  day of , . Employer:
    
    
    
    Employer:By:
    
    
    
    By:Title:
    
    
    
    Title:
 Accepted by: Fidelity Management Trust Company, as Trustee By:
    
    
    
    Date:Title:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



ADDENDUM Re: SPECIAL EFFECTIVE DATES
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan(a)
    
     ̈
    
    Special Effective Dates for Other Provisions- The following
provisions (e.g., new eligibility requirements, new contribution formula, etc.) shall be
effective as of the dates specified herein:(b)
    
     ̈
    
    Plan Merger Effective Dates- The following plan(s) were merged
into the Plan after the Effective Date indicated in Subsection 1.01(g)(1) or (2), as
applicable. The provisions of the Plan are effective with respect to the merged plan(s)
as of the date(s) indicated below:
 (1)
    
    Name of merged plan:
 Effective date:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 27




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##### 



(2)
    
    Name of merged
plan:Effective date:(3)
    
    Name of merged
plan:Effective date:(4)
    
    Name of merged
plan:Effective date:(5)
    
    Name of merged
plan:Effective date:
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.
 28




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##### 



ADDENDUM Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
for Plan Name: CardioGenesis Corporation 401(k) Plan (a)
    
    Safe Harbor Matching Employer Contribution FormulaNote: Matching Employer Contributions made under this Option must be 100% vested when
made and may only be distributed because of death, disability, separation from
service, age 59 1/2, or termination of the Plan without the establishment of a
successor plan. In addition, each Plan Year, the Employer must provide written notice
to all Active Participants of their rights and obligations under the Plan.(1)
    
     ̈
    
    100% of the first 3% of the Active Participants
Compensation  contributed to the Plan and 50% of the next 2% of the Active Participants Compensation contributed to the Plan.(A)
    
     ̈

    Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees.Note: If the Employer selects this formula and does not elect Option
1.10(b), Additional Matching Employer Contributions, Matching Employer
Contributions will automatically meet the safe harbor contribution requirements
for deemed satisfaction of the ACP test. (Employee Contributions must still
be tested.)(2)
    
     ̈
    
    Other Enhanced Match:% of the first % of the Active
Participants Compensation contributed to the plan,% of the next % of the Active
Participants Compensation contributed to the plan,% of the next % of the Active
Participants Compensation contributed to the plan.Note: To satisfy the safe harbor contribution requirement for the ADP test,
the percentages specified above for Matching Employer Contributions may not
increase as the percentage of Compensation contributed increases, and the
aggregate amount of Matching Employer Contributions at such rates must at least
equal the aggregate amount of Matching Employer Contributions which would be
made under the percentages described in (a)(1) of this Addendum.(A)
    
     ̈

    Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.
 29




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##### 



(B)
    
     ̈
    
    The formula specified above is also intended to satisfy the safe harbor contribution requirement for deemed
satisfaction of the ACP test with respect to Matching Employer Contributions.  (Employee Contributions must still be tested.)Note: To satisfy the safe harbor contribution requirement for the ACP
test, the Deferral Contributions and/or Employee Contributions matched
cannot exceed 6% of a Participants Compensation.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.
 30




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##### 



ADDENDUM Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan(a)
    
    Safe Harbor Nonelective Employer Contribution Election(1
    )
    
    o
    
    For each Plan Year, the Employer shall contribute
for each eligible Active Participant an amount equal to % (not
less than 3% nor more than 15%)of such Active Participants Compensation.(2
    )
    
    o
    
    The Employer may decide each Plan Year whether to
amend the Plan by electing and completing (A) below to provide for a contribution
on behalf of each eligible Active Participant in an amount equal to at least 3%
of such Active Participants Compensation.
 Note:An Employer that has selected Subsection (a)(2) above must amend the Plan
by electing (A) below and completing the Amendment Execution Page no later than
30 days prior to the end of each Plan Year for which safe harbor Nonelective
Employer Contributions are being made.
 (A)
    
    o
    
    For the Plan Year beginning , the Employer shall contribute for each eligible Active
Participant an amount equal to % (not less than 3% nor more than 15%) of
such Active Participants Compensation.
 Note: Safe harbor Nonelective Employer Contributions must be 100% vested when made
and may only be distributed because of death, disability, separation from service, age
59 1/2, or termination of the Plan without the establishment of a successor plan. In
addition, each Plan Year, the Employer must provide written notice to all Active
Participants of their rights and obligations under the Plan.
 (b)
    
    o
    
    Safe harbor Nonelective Employer Contributions shall
not be made on behalf of Highly Compensated Employees.(c)
    
    o
    
    In conjunction with its election of the safe harbor described
above, the Employer has elected to make Matching Employer Contributions under Subsection
1.10 that are intended to meet the requirements for deemed satisfaction of the ACP
test with respect to Matching Employer Contributions.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 31




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##### 



ADDENDUM Re: PROTECTED IN-SERVICE WITHDRAWALS
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 (a)
    
    Restrictions on In-Service Withdrawals of Amounts Held for Specified Period- The
following restrictions apply to in-service withdrawals made in accordance with
Subsection 1.18(d)(1)(A) (cannot include any mandatory suspension of contributions
restriction):(b)
    
    Restrictions on In-Service Withdrawals Because of Participation in Plan for 60 or
More Months- The following restrictions apply to in-service withdrawals made in
accordance with Subsection 1.18(d)(1)(B) (cannot include any mandatory suspension of
contributions restriction):
 (c)
    
    o
    
    Other In-Service Hardship Withdrawal Provisions- In-service
hardship withdrawals are permitted from a Participants Deferral Contributions Account
and the other sub-accounts specified below, subject to the conditions otherwise
applicable to hardship withdrawals from a Participants Deferral Contributions Account:
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 32




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##### 



(d
    )
    
    o
    
    Other In-Service Withdrawal Provisions- In-service withdrawals
from a Participants Accounts specified below shall be available to Participants who
satisfy the requirements also specified below:(1)    o
    
    The following restrictions apply to a
Participants Account following an in-service withdrawal made pursuant to (d)
above (cannot include any mandatory suspension of contributions restriction):
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 33




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##### 



ADDENDUM Re: FORMS OF PAYMENT
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 (a)
    
    The following optional forms of annuity will continue to be offered under the Plan:(b)
    
    The forms of payment described in Section 1.19(b), (c) and/or (d) apply to the
following class(es) of Participants:Note: Please indicate if different classes of Participants are subject to different
forms of payment.(c)
    
    The following forms of payment were previously available under the Plan but will
be eliminated as of the date specified in subsection (4) below (check the applicable
(box(es) and complete (4)):
 (1
    )
    
    o
    
    Installment Payments.(2
    )
    
    o
    
    Annuities.(A)
    
    o
    
    The normal form of payment under
the Plan was a lump sum and all optional annuity forms of payment not
listed under Section 1.19(c)(2)(A)(i) are eliminated. The eliminated
forms of payment include the following:(B)
    
    o
    
    The normal form of payment under
the Plan was a life annuity and all annuity forms of payment not listed
under Section 1.19(c)(2)(B) are eliminated. (Complete (i) and (ii) and,
if applicable, (iii).)
 (i)
    
    The normal form for married
Participants was a qualified joint and % (at
least 50%)survivor annuity. The normal form for unmarried
Participants was a single life annuity, unless a different
form is specified below:(ii)
    
    The qualified preretirement
survivor annuity provided to a Participants spouse
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 34




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##### 



was purchased with % (at least 50%)of the Participants Account.(iii)
    
    The other annuity form(s)
of payment previously available under the Plan included the
following:
 (3
    )
    
    o
    
    Other Non-Annuity Forms of Payment. All other
non-annuity forms of payment that are not listed in Section 1.19(d) but that were
previously available under the Plan are eliminated. The eliminated non-annuity
forms of payment include the following:
 (4
    )
    
    The form(s) of payment described in this Subsection (c) will not be
offered to Participants who have an Annuity Starting Date which occurs on or
after  (cannot be earlier than September 6, 2000).
Notwithstanding the date entered above, the forms of payment described in this
Subsection (c) will continue to be offered to Participants who have an Annuity
Starting Date that occurs (1) within 90 days following the date the Employer
provides affected Participants with a summary that satisfies the requirements of
29 CFR 2520.104b-3 and that notifies them of the elimination of the applicable
form(s) of payment, but (2) no later than the first day of the second Plan Year
following the Plan Year in which the amendment eliminating the applicable form(s)
of payment is adopted.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 35




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##### 



ADDENDUM Re: VESTING SCHEDULE
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 (a)
    
    More Favorable Vesting Schedule(1
    )
    
    The following vesting schedule applies to the class of Participants
described in (a)(2) below:(2
    )
    
    The vesting schedule specified in (a)(1) above applies to the
following class of Participants:(b)
    
    o
    
    Additional Vesting Schedule(1
    )
    
    The following vesting schedule applies to the class of Participants
described in (b)(2) below:(2
    )
    
    The vesting schedule specified in (b)(1) above applies to the
following class of Participants:
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 36




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##### 



ADDENDUM Re: POSTPONED DISTRIBUTIONS
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 Postponement of Certain Distributions to Eligible Participants- The types of distributions
specified below to eligible Participants of their vested interests in their Accounts shall be
postponed for the period also specified below:Notwithstanding the foregoing, if the Employer selected an Early Retirement Age in Subsection
1.14(b) that is the later of an attained age or completion of a specified number of years of
Vesting Service, any Participant who terminates employment on or after completing the
required number of years of Vesting Service, but before attaining the required age shall be
eligible to commence distribution of his vested interest in his Account upon attaining the
required age.
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 37




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##### 



ADDENDUM Re: 415 CORRECTION
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 (a)
    
    Other Formula for Limiting Annual Additions to Meet 415- If the Employer, or any
employer required to be aggregated with the Employer under Code Section 415, maintains
any other qualified defined contribution plans or any welfare benefit fund,
individual medical account, or simplified medical account, annual additions to such
plans shall be limited as follows to meet the requirements of Code Section 415:
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 38




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##### 



ADDENDUM Re: 416 CONTRIBUTION
for Plan Name:
    
    CardioGenesis Corporation 401(k) Plan
 (a)
    
    Other Method of Satisfying the Requirements of 416- If the Employer, or any
employer required to be aggregated with the Employer under Code Section 416, maintains
any other qualified defined contribution or defined benefit plans, the minimum benefit
requirements of Code Section 416 shall be satisfied as follows:
 Plan Number: 81650The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003Ó 2003 FMR Corp.All rights reserved.
 39




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##### 



THE CORPORATE
plan for
RETIREMENTSM(profit
sharing/401(k) plan) ADDENDUM TO ADOPTION AGREEMENT FIDELITY BASIC PLAN DOCUMENT No. 02 RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)
AMENDMENTS for Plan Name:CardioGenesis Corporation 401(k) Plan PREAMBLE Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA). This amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided below, this amendment shall be effective as of the first day of the first plan
year beginning after December 31, 2001. Supersession of Inconsistent Provisions. This amendment shall supersede the provisions of
the Plan to the extent those provisions are inconsistent with the provisions of this amendment. (a)
    
    Catch-up Contributions. The Employer must select either (1) or (2) below to indicate whether
eligible Participants age 50 or older by the end of a calendar year will be permitted to make
catch-up contributions to the Plan, as described in Section 5.03(b)(1):
 (1
    )
    
    þ
    
    Catch-up contributions shall apply effective January 1, 2002, unless a
later effective date is specified herein, .(2
    )
    
     ̈
    
    Catch-up contributions shall not apply.
 Note: The Employer must not select (a)(1) above unless all plans of all employers
treated, with the Employer, as a single employer under subsections (b), (c), (m), or (o) of
Code Section 414 also permit catch up contributions (except a plan maintained by the Employer
that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4) and IRS
guidance issued thereunder. The effective date applicable to catch-up contributions must
likewise be consistent among all plans described immediately above, to the extent required in
Code Section 414(v)(4) and IRS guidance issued thereunder.(b)
    
    Plan Limit on Elective Deferral for Plans Permitting Catch-up Contributions. This Section
(b) is inapplicable if the Plan converted to this Fidelity document from any other document
effective after April 1, 2002.
 For Plans that permit catch-up contributions beginning on or before April 1, 2002, pursuant
to (a)(1) above, the 60% Plan Limit described in Section 5.03(b)(2) shall apply beginning
April 1, 2002, unless (b)(1) or (b)(2) is selected below. For Plans that permit catch up
contributions beginning after April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out
in Section 1.07(a)(1) shall continue to apply unless and until the Employers election in
(b)(2) below, if any, provides for a change in the Plan Limit.
 (1
    )
    
     ̈
    
    The Plan Limit set out in Section 1.07(a)(1) shall continue to apply on
and after April 1, 2002.(2
    )
    
     ̈
    
    The Plan Limit set out in Section 1.07(a)(1) shall continue to apply
until  (cannot be before April 1, 2002), and the Plan Limit
after that date shall be % of Compensation each payroll period.
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 1




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##### 



(c)
    
    Matching Employer Contributions on Catch-up Contributions. The Employer must select the box
below only if the Employer selected (a)(1) above, and the Employer wants to provide Matching
Employer Contributions on catch-up contributions. In that event, the same rules that apply to
Matching Employer Contributions on Deferral Contributions other
than catch-up contributions will apply to Matching Employer Contributions on catch-up
contributions.
 þ
    
    Notwithstanding anything in 2.01(l) to the contrary, Matching Employer Contributions
under Section 1.10 shall apply to catch-up contributions described in Section
5.03(b)(1).
 (d)
    
    Vesting of Matching Employer Contributions. Complete this section (d) only if the vesting
schedule for Matching Employer Contributions under the Plan must be amended to comply with
EGTRRA. This is the case if, in the absence of an amendment, the vesting schedule for
Matching Employer Contributions would not be at least as rapid as Three-Year Cliff or Six-Year
Graded Vesting, effective for Participants with at least one Hour of Service on or after the
first Plan Year beginning after December 31, 2001, subject to the rule described in (2) below.
Complete (d)(1) to specify the new vesting schedule; any vesting schedule changes must
conform to the requirements of Section 16.04 of the Plan. Only complete (d)(2) if your Plan is
maintained pursuant to a collective bargaining agreement ratified by June 7, 2001. Complete
(d)(3) if the Employer wants to apply the vesting schedule selected in (d)(1) to only the
portion of a Participants accrued benefits derived from Matching Employer Contributions for
Plan Years beginning after December 31, 2001.
 (1
    )
    
    Vesting Schedule for Matching Employer Contributions. Unless the Employer checks
the box in (d)(3) of this EGTRRA Amendments Addendum, the Vesting Schedule set forth
below shall apply to all accrued benefits derived from Matching Employer Contributions
for Participants who complete an Hour of Service under the Plan in a Plan Year beginning
after December 31, 2001, regardless of the Plan Year for which such contributions are
made, subject to the Employers election of a later effective date as indicated in
(d)(2) below:
  ̈
    
    100% Vesting immediately ̈
    
    3-Year Cliff (see Cbelow) ̈
    
    6-Year Graded (see Ebelow) ̈
    
    Other Vesting Schedule (complete G3 below, but must be at least as favorable as either C or E)
 Applicable Vesting Schedule Years ofVesting Service
    
    
    C
    
    
    E
    
    
    G30
    
    

0%
    
    

0%
    
    
    %1
    
    

0%
    
    

0%
    
    
    %2
    
    

0%
    
    

20%
    
    
    %3
    
    
    100%
    
    

40%
    
    
    %4
    
    
    100%
    
    

60%
    
    
    %5
    
    
    100%
    
    

80%
    
    
    %6 or more
    
    
    100%
    
    
    100%
    
    
    100%
 (2
    )
    
    Delayed Effective Date for Plans Subject to Collective Bargaining. If the plan is
maintained pursuant to one or more collective bargaining agreements ratified by June 7,
2001, the effective date for faster vesting of Matching Employer Contributions for
Participants covered by such a collective bargaining agreement can be delayed by
checking the box below and inserting the effective date, which is the first day of the
first Plan Year beginning on or after the earlier of (i) January 1, 2006, or (ii) the
later of the date on which the last of the collective bargaining agreements described
above terminates (without regard to any extension on or after June 7, 2001), or January
1, 2002.
  ̈
    
    The vesting schedule elected by the Employer in (d)(1) above shall apply to those
Participants covered by
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



a collective bargaining agreement(s) ratified by June 7,
2001, who have at least one Hour of Service on or after .
Unless the Employer selects the box in (d)(3) below, the vesting schedule selected
in (d)(1) above shall
apply to the entire accrued benefit derived from Matching Employer Contributions of
such Participants with an Hour of Service in a Plan Year beginning on or after the
date specified herein. For all other Participants, the vesting schedule shall apply
as of the date and in the manner described in (d)(1) and, where applicable, (d)(3).
 (3
    )
    
    Grandfathered Application of Prior Vesting Schedule. The Employer must check the
box below only if the Employer wants to grandfather an existing vesting schedule and
apply the vesting schedule that the Employer selected in (d)(1) above to only that
portion of a Participants accrued benefit derived from Matching Employer Contributions
for Plan Years beginning after December 31, 2001, (and/or for Plan Years beginning on or
after the date specified in (d)(2), for any Participants subject to (d)(2), if selected
by the Employer).
  ̈
    
    The Vesting Schedule in (d)(1) above shall apply only to the portion of a
Participants accrued benefits derived from Matching Employer Contributions under
the Plan in a Plan Year beginning after December 31, 2001, or such later date
applicable to the Participant if specified in (d)(2) above.
 (e)
    
    Rollovers of After-Tax Employee Contributions to the Plan.The Employer must mark the box
below only if the Employer does not want the Plan to accept Participant Rollover
Contributions of qualified plan after-tax employee contributions, as described in Section
5.06, which would otherwise be effective for distributions after December 31, 2001:
  ̈
    
    Participant Rollover Contributions or direct rollovers of qualified plan after-tax
employee
contributionsshall not be accepted by the Plan at any time.
 (f)
    
    Application of the Same Desk Rule. The Employer must mark the box below only if the Employer
wants to discontinue the application of the same desk rule set forth in Section 12.01(a).
 þ
    
    Effective for distributions from the Plan after December 31, 2001, or such later date
as specified herein , a Participants elective deferrals, qualified nonelective
contributions and qualified matching contributions, if applicable, and earnings
attributable to such amounts shall be distributable, upon a severance from employment as
described in Section 12.01(b), effective only for severances occurring after
 (or, if no date is entered, regardless of when the severance occurred).
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



Amendment Execution (Fidelitys Copy) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this  day of
, ______. Employer:
    
    
    
    Employer:By:
    
    
    
    By:Title:
    
    
    
    Title:Accepted by: Fidelity Management Trust Company, as TrusteeBy:
    
    
    
    Date:Title:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
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##### 



Amendment Execution (Employers Copy) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this  day of
, . Employer:
    
    
    
    Employer:By:
    
    
    
    By:Title:
    
    
    
    Title:Accepted by: Fidelity Management Trust Company, as TrusteeBy:
    
    
    
    Date:Title:
 Plan Number: 81650
The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan
10/09/2003© 2003 FMR Corp.
All rights reserved.
 5